graviss hospitality limited · 1 graviss hospitality limited cin: l55101pn1959plc012761 notice...

GRAVISS HOSPITALITY LIMITED

BOARD OF DIRECTORSRavi Ghai : Chairman & Managing Director

Gaurav Ghai : Joint Managing Director

R.K.P. Shankardass : Director

Dalip Sehgal : Director

Mahendra V. Doshi : Director

Harindra Singh : Director

Gulshan Bijlani : Director

Tina Pardal : Director - Resigned w.e.f. 04/11/2016

Mala Todarwal : Additional Director - w.e.f. 04/11/2016

COMPANY SECRETARYLajja Shah

REGISTRAR & SHARE TRANSFER AGENTSLink Intime India Private Limited,C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W),Mumbai-400 078.Phone No. 022-2596 3838 Fax No. 022-2596 2691

BANKERSAxis BankGround Floor, Aman Chambers, Opp. New Passport Office,Veer Savarkar Marg, Prabhadevi, Mumbai-400 025

AUDITORSM/s. V. Sankar Aiyar & Co.Chartered Accountants

REGISTERED OFFICE“Dairy Tops” Plot No. J-177, MIDC, Bhosari, Pune-411 026MaharashtraPhone No. 020-30681102, Fax No. 020-30681139

ADMINISTRATIVE OFFICE254-C, Dr. Annie Besant Road, Worli, Mumbai-400 030Phone No. 022-4050 1111, Fax No. 022-2491 5555

UNITHotel Inter-Continental, Marine Drive, Mumbai-400 020Phone No. 022-3987 9999, Fax No. 022-3987 9600

MAYFAIR BANQUETS

254-C, Dr. Annie Besant Road, Worli, Mumbai-400 030

Contents Page

Notice ...................................................................... 1

Directors’ Report ...................................................... 8

Report on Corporate Governance ............................ 20

Certification by Joint Managing Director andChief Finaicial Officer ........................................... 29

Management Discussion and Analysis ..................... 30

Auditors’ Certificate on Corporate Governance ......... 31

Auditors’ Report ....................................................... 32

Annexure to the Auditors’ Report .............................. 34

Balance Sheet .......................................................... 38

Profit & Loss Account ............................................... 39

Cash Flow Statement ............................................... 40

Notes to Accounts ................................................... 41

Auditors’ Report on the Consolidated FinancialStatements ........................................................... 54

Consolidated Balance Sheet ..................................... 58

Consolidated Profit & Loss Account ......................... 59

Consolidated Cash Flow Statement .......................... 60

Notes to the Accounts of Consolidated FinancialStatements ........................................................... 61

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CIN: L55101PN1959PLC012761

NoticeNOTICE is hereby given that the 55th Annual General Meeting of the members of GRAVISS HOSPITALITY LIMITED will beheld on Friday, 29th July 2016, 12.30 p.m. at the registered office of the Company, Dairy Tops, Plot No. J-177, M.I.D.C.,Bhosari, Pune-411 026, Maharashtra to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet (Consolidated and Standalone) as at 31st March 2016 and Profit andLoss Account for the year ended on that date together with the schedules annexed thereto as well as the reports of the Boardof Directors and Auditors’ attached thereon.

2. To appoint a Director in place of Mr. Dalip Sehgal (DIN 00217255) who retires by rotation and being eligible, offers himself forre-appointment.

3. To consider and if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications or amendments or re-enactmentsthereof for the time being in force), Messrs. V. Sankar Aiyer & Co. Chartered Accountants (Firm Registration No. 109208W), beand are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual GeneralMeeting (subject to ratification of such appointment by the Members at every Annual General Meeting) till the conclusion of thenext Annual General Meeting of the Company, on such remuneration as may be decided by the Board of Directors of theCompany from time to time.

RESOLVED FURTHER THAT the Board of Directors of the Company such acts, deeds, matters and things as may beconsidered necessary, desirable or expedient to give effect to this Resolution.”

SPECIAL BUSINESS:

4. Appointment of Ms. Mala Todarwal (DIN: 06933515) as a Woman Non Independent Director of the Company as OrdinaryResolution:

“RESOLVED THAT Ms. Mala Todarwal (DIN: 06933515) who was appointed as an Additional Director of the Company with effectfrom 4th November, 2015 by the Board of Directors and who holds office upto the date of this Annual General Meeting underSection 161 of the Companies Act, 2013 (“the Act”) but who is eligible for appointment and in respect of whom the Company hasreceived a notice in writing pursuant to Section 160 of the Act from a Member proposing his candidature for the office ofDirector, be and is hereby appointed as Non Independent Woman Director of the Company, liable to retire by rotation.”

5. Approval of transactions with Graviss Holdings Private Limited (GHPL) of the Company As a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Clause 23(4) of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 hereinafter referred to as “Listing Regulations” (including any statutory modifications or amendments or re-enactments thereof, for the time being in force), approval of the Members of the Company be and is hereby accorded to theBoard of Directors (including its Committee thereof), to enter into material contracts/arrangements/transactions in the normalcourse of business with Graviss Holdings Private Limited (GHPL) a ‘Related Party’ for a period of 3 years as defined underSection 2(76) of the Companies Act, 2013 and Clause 23(4) of the Listing Regulations, as set out under the Statement settingout the material facts annexed to this Notice dated 24th May 2016, on such terms and conditions as may be mutually agreedupon between the Company and GHPL.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is herebyauthorized to do all such acts, deeds, matters and things, and to finalize the terms and conditions as may be considerednecessary, expedient or desirable, in order to give effect to this Resolution.”

6. Approval for Re-Appointment of Mr. Ravi Ghai as Managing Director with the below mentioned terms:

(i) Mr. Ravi Ghai being an Non Resident Indian (NRI):

“RESOLVED THAT pursuant to the provisions of Section 196 of the Companies Act, 2013 read with Schedule V and Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, consent of the shareholders be and is hereby accordedfor continuation of Mr.Ravi Ghai (DIN:00074612) as Managing Director of the company who is an NRI (i.e. Non residentialIndian).”

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55TH ANNUAL REPORT

(ii) Mr. Ravi Ghai has attained the age of 70 years:

“RESOLVED FURTHER THAT pursuant to sections196, 197 and 203 of the Companies Act, 2013 read with Schedule V Part I(c) the consent of the Shareholders be and is hereby accorded for continuation of Mr. Ravi Ghai (DIN:00074612), ManagingDirector of the Company inspite of attaining the age of seventy years on 23rd April, 2013.”

(iii) Re-appointment for a further term of 5 Years from 1st April 2017 to 31st March 2022:

“RESOLVED THAT pursuant to Section 196,197 and all other applicable provisions of the Companies Act,2013, read withSchedule V thereto of the Companies Act, 2013 (including any modification or re-enactment thereof for the time being in force),Mr. Ravi Iqbal Ghai (DIN. 00074612) who was already appointed as Managing Director of the Company be hereby re-appointedas Managing Director with effect from 1st April, 2017 to 31st March, 2022 for a period of 5 years for a total remuneration notexceeding Rs.84 Lacs per annum as mentioned below:

A. Salary : not exceeding Rs. 84 lacs per annum

B. Performance based incentive/commission: Amount not exceeding 50 % of the total salary and perquisites.

C. Allowances and Perquisites: not exceeding Rs. 12 lacs per annum.

D. The total remuneration including the salary, allowances, perquisites and commission shall not exceed the limits specified inSchedule V of the Companies Act, 2013.”

RESOLVED FURTHER THAT in the event of any loss or inadequacy of profits in any financial year during his tenure, theCompany shall pay Mr. Ravi Ghai, the remuneration by way of salary, perquisites, commission or any other allowances asspecified above and in accordance with the limits specified under Schedule V under the Companies Act, 2013 or such otherlimits as may be prescribed by the Government from time to time in this regard, as minimum remuneration.”

RESOLVED FURTHER THAT Directors of the Company be and is hereby authorized to sign, execute and file necessarye-forms with the office of Registrar of Companies/Ministry of Corporate Affairs and other authorities, inform banks and otherconcerned agencies and to take all such steps that are necessary to give effect to the resolution.”

By Order of the Board

For GRAVISS HOSPITALITY LIMITED

Lajja ShahCompany Secretary

Dated: May 24, 2016

Registered Office:Dairy Tops, Plot No. J-177, M.I.D.C.Bhosari, Pune-411 026, MAHARASHTRA

Notes:

(a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE INSTEADOF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxies, in order to be effective, must bedeposited at the company’s registered office not less than forty-eight hours before the commencement of the meeting. The proxyform is enclosed.

(b) Members are requested to bring their copy of the Annual Report to the Meeting.

(c) Members are requested to intimate changes in their addresses, if any, to the Company.

(d) Members are requested to note that the Register of Members and the Share Transfer Books of the Company will be closed fromMonday, July 18, 2016 to Friday, July 29, 2016 (both days inclusive).

(e) Particulars of director seeking appointment/re-appointment are annexed to this Notice below.

(f) Relevant documents referred to in the accompanying Notice are open for inspection at the Registered Office of the Companybetween 3.00 p.m. and 5.00 p.m. on all working days up-to the date of the Annual General Meeting.

(g) The Directors would appreciate advance mailing of queries on accounts, if any, which the members may wish to raise so as toenable the Directors to keep the replies ready.

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(h) It is requested that the queries be mailed to Registrars and Share Transfer Agents:

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai-400 078.Phone No. 022-2596 3838, Fax No. 022-2596 2691

(i) Electronic copy of the Annual Report (including Notice of the 55th Annual General Meeting of the Company inter alia indicating theprocess and manner of e-voting along with Attendance Slip and Proxy Form) for 2016 is being sent to all the members whoseemail-ID’s are registered with the Company/Depository Participants for communication purposes unless any member has requestedfor a hard copy of the same. For the members who have not registered their email address, physical copies of the AnnualReport (alongwith Notice for the 55th Annual General Meeting) for 2016 is being sent in the permitted mode.

(j) Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act 2013 read with the Companies (Management and Administration)Rules, 2014, the Company is pleased to offer E-Voting facility as an alternate, for its shareholders to enable them to cast theirvotes electronically at the 55th Annual General Meeting(AGM) through e-voting service provided by Central DepositoryServices(India) Limited. E-Voting is optional. The procedure and instructions for the same are as follows:

i. Open your web browser during the voting period and log on to the e-voting website www.evotingindia.com

ii. Now click on “Shareholders” tab to cast your votes

iii. Now, select the Electronic Voting Sequence Number - “EVSN” alongwith “Graviss Hospitality Limited” from the drop downmenu and click on “SUBMIT”

iv. Now, fill up the following details in the appropriate boxes:

User-ID For Members holding shares in Demat Form:

(a) For NSDL:– 8 Character DP ID followed by 8 Digits Client ID

(b) For CDSL:– 16 digits beneficiary ID

For Members holding shares in Physical Form:

• Folio Number registered with the Company

Password Your Unique password is printed on the Attendance Slip

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department whenprompted by the system while E voting

v. After entering these details appropriately, click on “SUBMIT”.

vi. Members holding shares in Physical form will then reach directly to the voting screen.

vii. Members holding shares in Demat form will now reach Password Change menu wherein they are required to mandatorilychange their login password in the new password field. The new password has to be minimum eight characters consistingof atleast one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. Kindly note thatthis password can be used by the Demat holders for voting for resolution of any other Company on which they are eligibleto vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share yourpassword with any other person and take utmost care to keep your password confidential.

viii. You can also update your mobile number and e-mail ID in the user profile details of the folio which may be used forsending communication(s) regarding CDSL e-voting system in future. The same may be used in case the Member forgetsthe password and the same needs to be reset.

ix. If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier forEVSN of any company, then your existing login id and password are to be used.

x. For Members holding shares in physical form, the password and default number can be used only for e-voting on theresolutions contained in this Notice.

xi. On the voting page, you will see Resolution Description and against the same the option ‘YES/NO’ for voting. Enter thenumber of shares (which represents number of votes) under YES/NO or alternatively you may partially enter any numberin YES and partially in NO, but the total number in YES and NO taken together should not exceed your total shareholding.

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55TH ANNUAL REPORT

xii. Click on the Resolution File Link if you wish to view the entire Annual General Meeting Notice.

xiii. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If youwish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xiv. Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.

xv. Corporate/Institutional Members (corporate/FIs/FIIs/Trust/Mutual Funds/Banks, etc) are required to send scan (PDF format)of the relevant Board resolution to the Scrutinizer through e-mail to [email protected] and the Scrutinizer’semail id [email protected] The file scanned image of the Board Resolution should be in the naming format “Corporatename _EVSN”.

xvi. If you wish to provide feedback on the e-voting system click on ‘Suggestions’. In case you have any queries or issuesregarding e-voting, please contact [email protected] or [email protected].

xvii. The E-voting period commences on 26th July 2015 (9.00 a.m.) and ends on 28th July 2015 (6.00 p.m.).

xviii. Martinho Ferrao & Associates, Practising Company Secretary (CP no. 5676) has been appointed as the Scrutinizer toscrutinize the e-voting process in a fair and transparent manner.

xix. The Scrutinizer shall within a period of 3 working days from the conclusion of the e-voting period unblock the votes andmake the Scrutiniser’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

xx. The results shall be declared on or after the AGM of the Company. The results declared along with the Scrutinizers Reportshall be placed on the Company’s website www.gravissgroup.com within 2 days of the passing of the resolutions at theAGM of the Company and communicated to the BSE Limited.




Dated: May 24, 2016


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Explanatory Statement in Respect of the Special Business[Pursuant to section 102 of the Companies Act, 2013]

ITEM No. 4:The Board of Directors appointed Ms. Mala Todarwal (DIN: 06933515) as an Additional Director of the Company with effect from 4thNovember, 2015. Pursuant to Section 161(1) of the Companies Act, 2013 (“the Act”) Ms. Mala Todarwal holds office of Director uptothe ensuing Annual General Meeting and is eligible for appointment as a Director. The Company has received a notice pursuant toSection 160 of the Act, from a Member signifying her intention to propose the appointment of Ms. Mala Todarwal as a Director of theCompany.

Ms. Mala Todarwal, Age 31 is a Chartered Accountant (C.A.) and also a partner in the Chartered Accountant Firm, Todarwal & TodarwalAssociates and has immense knowledge in terms of Finance and Accounts.

Brief Profile of Ms. Mala Todarwal is provided at the end of this Notice. The Board of Directors is confident that her vast knowledge andvaried experience will be of great value to the Company and hence recommends the Resolution at Item No. 4 of this Notice for yourapproval.

None of the Directors or Key Managerial Personnel of the Company are concerned or interested, financially or otherwise, in thisResolution.

ITEM NO. 5:In terms of Clause 23 of Listing Regulations and based on past trend, the transactions as described hereunder are likely to exceed10% of the annual turnover of the Company as per the last audited financial statements of the Company and may exceed themateriality threshold as prescribed under Clause 23 of the Listing Regulations. Thus, in terms of Clause 23, these transactions wouldrequire the approval of the Members by way of a Special Resolution.

Particulars Information

Name of Related Party Graviss Holdings Private Limited

Nature of relationship Enterprise having substantial interest in the Company.

Name of Director(s) or Key Managerial Mr. Ravi Ghai, Mr. Gaurav Ghai and Mr. Dalip SehgalPersonnel who is related, if any

Nature and particulars of transactions (1) Catering Serviceswith Graviss Holdings Pvt. Ltd. (“RPTs”) (2) Corporate Service & Brand use arrangement

Material terms of the contracts/ (1) Catering Servicesarrangements/transactions GHPL wants to appoint the Company as one of the caterer to provide catering

services at the venue of GHPL situated at 254-C, Dr. Annie Besant Road, Worli,Mumbai – 400 030 for the functions organized by the clients (Customers) ofGHPL at the said venue for a consideration mutually agreed to between theCompany and GHPL.

(2) Corporate Service & Brand use arrangementThe Corporate Support Services provided by GHPL to the Company includeassistance in updating the venue specifications, banqueting designing and suitableadvice in developing locations and other related services in the areas of venuemanagement support services from time to time as and when required. Further,GHPL also permits the Company an exclusive right to use the trademark“MAYFAIR” and its variants for expanding its hospitality business in various partsof India. GHPL further permits GHL to use the said trade mark on its Letterheadsand Signages

Duration of these RPTs have been 10 years i.e. from the financial year 2006continued from the past

The value of each type of RPTs in 2015-16 - Rs. 788 lacs – Catering Serviceslast 2 years 2015-16- Rs 95 lacs – Corporate Service & Brand usage

2014-15 - Rs. 883 lacs – Catering Services2014-15- Rs 67 lacs – Corporate Service & Brand Usage

Whether the transactions have been Yesapproved by the Audit Committee

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55TH ANNUAL REPORT

The proposed RPTs are necessary, normal and incidental to business as also play a significant role in the Company’s businessoperations and accordingly the Board recommends the Special Resolution set forth in Item No. 5 of the Notice for the approval of theMembers in terms of Clause 23 of the Listing Regulations.

None of the Directors or Key Managerial Personnel of the Company except Mr.Ravi Ghai and Mr.Gaurav Ghai and Mr.Dalip Sehgal andtheir relatives are concerned or interested, financially or otherwise, in this Resolution.

ITEM No. 6:Mr. Ravi Iqbal Ghai, Managing Director of the Company has become an NRI (Non Resident Indian). Further, as per the Companies Act,2013, approval from members through Special resolution is required for continuation of his position as a Managing Director afterbecoming an NRI pursuant to Schedule V of the Companies Act, 2013. Your directors in their meeting held on 24th May 2016 haveapproved his continuation as Managing Director and recommended the above resolution for approval of the Shareholders as a SpecialResolution.

As per the requirement of the Schedule V Part I (c) of the Companies Act, 2013 if a Managing Director has attained the age of 70years then his appointment/continuation needs to be approved by a special resolution passed by the Company in General Meeting.Mr. Ravi Ghai, (DIN: 00074612) has attained the age of 70 years on 23rd April, 2013. Your directors in their meeting held on 24th May,2016 have approved his continuation as Managing Director and recommended the above resolution for approval of the Shareholdersas a Special Resolution.

Mr. Ravi Ghai, born in the year 1943 is known as one of the pioneers in the hotel industry in India. Mr. Ravi Ghai was appointed onthe Board of Company in the year 1977 and is serving as Chairman and Managing Director since the last 2 decades. He is well-respected for his vast and varied experience in the field of Hospitality business. Mr. Ravi Ghai has played a lead role in formulating theCompany’s strategy and has also been actively involved in international collaborations.

The pre-dominant position which the Company occupies in the Hotel industry today is due to his very advanced and specializedknowledge in the field of Hospitality coupled with wide and varied experience in that field. The Directors consider it to be in the interestof the company to continue to avail the services of Mr. Ravi Ghai as its Managing Director.

The contents of the text of special resolution are self-explanatory in so far as terms and conditions of re-appointment are concernedand may be treated, for the purposes of section 196 and 197 of the Act, as an abstract of the contract between the Company and theManaging Director.

None of the Directors or Key Managerial Personnel of the Company except Mr.Ravi Ghai and Mr..Gaurav Ghai and their relatives areconcerned or interested, financially or otherwise, in this Resolution.

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Details of the Directors seeking appointment/re-appointment at this Annual GeneralMeeting

Name of the Director Dalip Sehgal Mala Todarwal

Date of Birth 27/12/1958 03/05/1985

Date of Appointment 21/10/2011 04/11/2015

Areas of Expertise Marketing, General Management Chartered Accountant

List of Other Public Companies incorporated in Graviss Hotels & Resorts Ltd. Graviss Hotels & Resorts Ltd.India, in which directorships held. Safari Industries (India) Ltd. Welspun Suntex Ltd.

S H Kelkar & Company Ltd. Welspun Enterprises Ltd.Welspun Investments & Commercial Ltd.Sesa Mining Corporation Ltd.Sesa Resources Ltd.Talwandi Sabo Power Ltd.

List of Chairmanships/memberships of committees None Noneof the Board of other Public Companiesincorporated in India in which Directorships held

No. of shares held in the Company prior to the None Noneappointment/re-appointment

Re-appointment of Mr. Dalip Sehgal and appointment of Ms. Mala Todarwal (Item No. 2 & 4)




Dated: May 24, 2016


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55TH ANNUAL REPORT

Directors’ ReportThe Members of Graviss Hospitality Limited

The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements ofAccounts for the year ended 31st March, 2016.

(Rs. in Lacs)

Particulars For the year ended For the year ended31st March, 2016 31st March, 2015

Gross Income 5,011 5,182Profit Before Interest & Depreciation 267 459Finance Charges 139 137Gross Profit 128 322Provision for Depreciation 470 573Net Profit Before Tax (342) (251)Provision for Tax 100 —Net Profit After Tax (242) (222)Balance of Profit brought forward 672 894Balance available for appropriation — —Proposed Dividend on Equity Shares — —Tax on Proposed Dividend — —Transfer to General Reserve 430 672

1. CHANGE IN THE NATURE OF BUSINESS, IF ANY:The Company is running Hospitality business through its Hotel viz. Intercontinental – Marine Drive (ICMD) & a Banquet popularlyknown as Mayfair Banquets and there is no change in the business activity or nature.

2. DIVIDEND:Company has not declared any Dividend during the Financial year 2015-2016 under review.

3. BOARD MEETINGS:The details of the number of Meetings of Board held during the financial year 2015-2016 forms part of the Corporate GovernanceReport.

4. DIRECTORS AND KEY MANAGEMENT PERSONNEL:1. During the Financial year 2015-2016, the Board appointed Ms. Mala Todarwal as Additional Director w.e.f. 4th November, 2015.2. Mrs. Tina Pardal resigned from the Directorship of the Company w.e.f. 4th November, 2015.3. Mr. Amit Jain – Chief Financial Officer (CFO) of the Company was appointed in place of Mr. Rajendra Agrawal who resigned

as Chief Financial Officer (w.e.f. 12th August, 2015).Disclosure U/s.149(10) on Appointment of Independent directors for the second term by way of special resolution:None of the Directors are liable for re- appointment for the second term by way of special resolution during the year.

5. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of theCompanies Act, 2013 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section149(6).

(ANNEXURE I)

6. COMPOSITION OF AUDIT COMMITTEE:The details of the composition of the audit Committee forms part of the Corporate Governance Report.

VIGIL MECHANISM:Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 22 of SEBI (ListingObligations and Disclosure Requirements)Regulation 2015 the Company has formulated policy on vigil mechanism as below tosafeguard the interest of Directors and employees.

WHISTLE BLOWER:The company has established mechanism for Directors / Employees to report concerns about unethical behaviour, actual orsuspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimizationof directors/employees who avail of the mechanism. The company affirms that no personnel has been denied access to the auditcommittee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel mayraise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters arereported to the Chairman of the Audit Committee The key directions/actions will be informed to the Managing Director of theCompany.

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7. DIRECTORS’ RESPONSIBILTY STATEMENT:In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation

relating to material departures;(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that

are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls

are adequate and were operating effectively.(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems were adequate and operating effectively.

8. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES:

The Company has made Loss of Rs. 342 Lacs before Tax during the year as against a loss of Rs. 251 Lacs last year.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANYM/s Graviss Hotels & Resorts Ltd.:The Company has made Loss of Rs. 98.49 Lacs during the year against a loss of Rs. 12.45 Lacs last year.

M/s Graviss Catering Pvt. Ltd.:The PBT of the Company is Rs. 3.77 Lacs during the year against Profit of Rs. 24.85 Lacs Last year.

M/s Hotel Kanakeshwar Pvt. Ltd.:The Company has made Loss of Rs. 0.06 Lacs during the year against a loss of Rs. 0.06 Lacs last year.

Details of the Companies which have become / ceased to be its Subsidiary/ JV/ Associate Company.

N.A.

9. EXTRACT OF ANNUAL RETURN:As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management andAdministration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

ANNEXURE – II

10. AUDITORS:The Auditors, M/s V. Sankar Aiyar & Co, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and,being eligible, offer themselves for reappointment from the conclusion of ensuing Annual General Meeting [AGM] till the conclusionof the next Annual General Meeting of the Company.

SECRETARIAL AUDIT:Secretarial audit report as provided by M/s Martinho Ferrao & Associates, Practising Company Secretary is annexed to thisReport as ANNEXURE III

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO (section 134 of theCompanies Act, 2013 read with Companies (Accounts) Rules, 2014):(A) Conservation of energy and Technology Absorption:

The Company has entered, to avail international technology and expertise, into various strategic agreements with Inter-Continental Hotels Corporation, USA (IHC) and its affiliates. As a part of these agreements, IHC and its affiliates are requiredto provide technical services, marketing reservation and system support to the Company for its Hotel situated at MarineDrive-Mumbai.

(B) Foreign exchange earnings and outgo(Rs. in Lacs)

Particulars Current Year Previous year2015-2016 2014-2015

CIF Value of Imports 0.82 0.00

Expenditure in Foreign Currency 267 306

Earnings in Foreign Exchange 1,423 1,463

12. The Company has not accepted any deposits during the year.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLSDetails about the adequacy of Internal Financial Controls with reference to the Financial Statements.

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55TH ANNUAL REPORT

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 and it has takenSECURED LOANS: 993.48UNSECURED LOANS: —CURRENT/NON-CURRENT INVESTMENTS: 21.83GUARANTEES: —SECURITIES EXTENDED: —

13. RISK MANAGEMENTThe details are mentioned in the Corporate Governance Report.

14. RELATED PARTY TRANSACTIONS:Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC-2 asANNEXURE – IV

15. EVALUATION OF THE BOARD:The Nomination & Remuneration Committee has approved the Policy on Board evaluation, evaluation of Board Committees’functioning and individual Director evaluation. In keeping with the Company’s belief that it is the collective effectiveness of theBoard that impacts Company performance, the primary evaluation platform is that of collective performance of the Board as awhole.

Board performance is assessed against the role and responsibilities of the Board as provided in the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with the Company’s Governance Policy.

The parameters for Board performance evaluation have been derived from the Board’s core role of trusteeship to protect andenhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company.Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by eachCommittee Chairman with the Board.

Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings,in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose andgoals.

While the Board evaluated its performance against the parameters laid down by the Nomination & Remuneration Committee, theevaluation of individual Directors was carried out anonymously in order to ensure objectivity. Reports on functioning of Committeeswere placed by the respective Committee Chairman before the Board.

16. REMUNERATION AND NOMINATION POLICYThe Board has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personneland Senior Management of the Company. This policy also lays down, a criteria for selection and appointment of Board Members.The details of this policy are explained in Corporate Governance.

17. LISTING WITH STOCK EXCHANGES:The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company’s Shares arelisted.Company has paid Annual Listing fees Rs. 2,29,000/- on 26th April, 2016 for the year 2016-2017.

18. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 72 of SEBI (Listing Obligations andDisclosure Requirements)Regulations 2015. A report on Corporate Governance is included as a part of this Annual Report as

ANNEXURE V

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governanceas stipulated under Clause 72 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to thisReport.

ANNEXURE INDEX

I. Format of declaration by Independent Director

II. Annual Return Extracts in MGT 9

III. Secretarial Audit Report

IV. AOC 2 – Related Party Transactions disclosure

V. Corporate Governance

11


ANNEXURE I

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of DirectorsM/s. Graviss Hospitality Ltd.Mumbai

Dear Sir,

I undertake to comply with the conditions laid down in Clause 17(5) clause 26(3) of SEBI (Listing Obligations and DisclosureRequirements)Regulation 2015 read with section 149 and Schedule IV of the Companies Act, 2013 in relation to conditions ofindependence and in particular:

(a) I declare that upto the date of this certificate, apart from receiving director’s remuneration, I did not have any material pecuniaryrelationship or transactions with the Company, its promoter, its directors, senior management or its holding Company, its subsidiaryand associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company.I further declare that I will not enter into any such relationship/transactions. However, if and when I intend to enter into suchrelationships/transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease tobe an independent director from the date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level belowthe board and also have not been executive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during the preceding three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with the Company and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the company

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affectindependence of the director, and was not a substantial shareholder of the Company i.e., owning two percent or more of the blockof voting shares.

Thanking You.

Yours Faithfully,

Date: May 24, 2016

Place : Mumbai Sd/-R.K.P. Shankardass, Mahendra V. Doshi, Harindra Singh, Gulshan Bijlani

Independent Directors

12

55TH ANNUAL REPORT

Annual Return Extracts in MGT 9

ANNEXURE II

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) CIN:- L55101PN1959PLC012761

(ii) Registration Date: 05/08/1959

(iii) Name of the Company: Graviss Hospitality Ltd.

(iv) Category/Sub-Category of the Company: Limited Company

(v) Address of the Registered office and contact details J-177, MIDC, Bhosari, Pune-411 026 Contact: Mr. P.T. NISAR–020 30681102

(vi) Whether listed company Yes / No - YES

(vii) Name, Address and Contact details of Registrar and Transfer Agent, if anyLink Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West), Mumbai 400 078Contact No. 022 -2596 3838

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description NIC Code of the % to total turnoverof main products/services Product/service of the company

1 Hospitality — 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address of the CIN/GLN Holding/ % of ApplicableCompany Subsidiary/ shares Section

Associate held

1 Graviss Hotels & Resorts Ltd. U15200MH1996PLC096973 Subsidiary 100 2(87)

2 Graviss Catering Pvt. Ltd. U74899DL1978PTC008829 Subsidiary 100 2(87)

3 Hotel Kanakeshwar Pvt. Ltd. U55109MH1989PTC053640 Subsidiary 100 2(87)

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

(i) Categoriwise Shareholding

Category of Shareholders No. of Shares held at the No. of Shares held at the % change during

beginning of the year end of the year the year

Demat Physical Total % of Total Demat Physical Total % of Total

Shares Shares

A. Promoters

(1) Indian

(a) Individual/HUF 6254056 0 6254056 8.87 6254056 0 6254056 8.87 0.0000 No Change

(b) Central Govt. or State Govt.

(c) Bodies Corporates 46482654 0 46482654 65.92 46482654 0 46482654 65.92 0 0

(d) Bank/FI

(e) Any other

SUB TOTAL: (A) (1) 52736710 0 52736710 74.79 52736710 0 52736710 74.79 0.0000 No Change

13


Category of Shareholders No. of Shares held at the No. of Shares held at the % change during

beginning of the year end of the year the year

Demat Physical Total % of Total Demat Physical Total % of Total

Shares Shares

(2) Foreign

(a) NRI-Individuals

(b) Other Individuals

(c) Bodies Corp.

(d) Banks/FI

(e) Any other…

SUB TOTAL (A) (2)

Total Shareholdingof Promoter(A)=(A)(1)+(A)(2) 52736710 0 52736710 74.79 52736710 0 52736710 74.79 0.0000 No Change

B. PUBLIC SHAREHOLDING

(1) Institutions

(a) Mutual Funds

(b) Banks/FI 1250 0 1250 0.00 1250 0 1250 0.00 0.00 No Change

(c) Central Govt.

(d) State Govt.

(e) Venture Capital Fund

(f) Insurance Companies

(g) FIIS

(h) Foreign Venture Capital Funds

(i) Others (specify)

SUB TOTAL (B)(1): 1250 0 1250 0.00 1250 0 1250 0.00 0.00

(2) Non Institutions

(a) Bodies corporates 1000268 53750 1054018 1.50 1005794 500 1006294 1.43 -0.07 decrease

(i) Indian

(ii) Overseas

(b) Individuals

(i) Individual shareholders holdingnominal share capital uptoRs.1 lakhs 837084 684445 1521529 2.16 815044 658905 1473949 2.09 -0.07 decrease

(ii) Individuals shareholdersholding nominal share capitalin excess of Rs. 1 lakhs 64976 0 64976 0.09 0.09 increase

(c) Others (specify)

Clearing Member 12615 0 12,615 0.02 18297 0 18297 0.03 0.00 increase

Foreign Company 7025708 4385235 11410943 16.18 7025708 4385235 11410943 16.18 0.00 No Change

Non Resident Indians (REPAT) 1358 0 1358 0.00 1700 0 1700 0.00 0.00 increase

Non Resident Indians(NON Repat) 11770 0 11770 0.02 9153 0 9153 0.01 -0.00 decrease

Overseas Bodies Corporate 3616932 0 3616932 5.13 3616932 0 3616932 5.13 0.00 No Change

Relatives Of Directors 57350 0 57350 0.08 57350 0 57350 0.08 0.00 No Change

Trusts 94660 0 94660 0.13 94660 0 94660 0.13 0.00 No Change

Hindu Undivided Family 0 0 0 0.00 26921 0 26921 0.04 0.04 increase

SUB TOTAL:(B) (2) 12657745 5123430 17781175 25.22 12736535 5044640 17781175 25.22 0.00 0

Total Public Shareholding(B) = (B) (1) + (B) (2) 12658995 5123430 17782425 25.22 12737785 5044640 17782425 25.22 0.00 0

C. Shares held by Custodianfor GDRs & ADRs

Grand Total (A+B+C) 65395705 5123430 70519135 100.0000 65474495 5044640 70519135 100.0000 0 0

14

55TH ANNUAL REPORT

(ii) Share Holding of Promoters

Sl. No. Shareholders Name Shareholding at the Shareholding at the % change inbegginning of the year end of the year share holding

during the year

No. of shares % of total % of shares No. of % of total % of sharesshares of pledged shares shares of pledged

the company encumbered the company encumberedto total to totalshares shares

1 Satinetta Finlease &Investments Pvt LtdAAECS7759K 22967844 32.57 0 22967844 32.57 0 0

2 Graviss Holdings Pvt LtdAAACK1899E 21813970 30.93 0 21813970 30.93 0 0

3 Ravi Ghai AAOPG7107J 3324791 4.71 0 3324791 4.71 0 0

4 Gaurav Ghai AACPG2557N 2309141 3.28 0 2309141 3.28 0 0

5 Amphitrite InvestmentsPvt Ltd AAACA3558L 1509840 2.14 0 1509840 2.14 0 0

6 Oregon Realty Pvt LtdAAACO0473E 191000 0.27 0 191000 0.27 0 0

7 Geeta Ghai AAMPG4447P 620124 0.88 0 620124 0.88 0 0

Total : 52736710 74.78 0 52736710 74.78 0 0

(iii) Change in Promoters’ Shareholding

Sr. No. Name of Promoter Shareholding at the Cumulativebeginning of the year Shareholding

during the year

% of total % of totalshares of the shares of the

No. of shares company No. of shares company

1 SATINETTA FINLEASE & INVESTMENTSPVT. LTD. 22967844 32.57 22967844 32.57

2 GRAVISS HOLDINGS PRIVATE LIMITED 21813970 30.93 21813970 30.93

3 RAVI GHAI 3324791 4.71 3324791 4.71

4 GAURAV GHAI 2309141 3.28 2309141 3.28

5 AMPHITRITE INVESTMENTS COMPANYPRIVATE LIMITED 1509840 2.14 1509840 2.14

6 GEETA GHAI 620124 0.88 620124 0.88

7 OREGON REALTY PVT LTD 191000 0.27 191000 0.27

52736710 74.78 52736710 74.78

(iv) Shareholding pattern of top 10 shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sr.No. Name of the Shareholder Shareholding at the Cumulative Shareholding duringbeginning of the year the year

% of total % of totalshares of shares of

No. of shares the company No. of shares the company

1 DUNEARN INVESTMENTS (MAURITIUS) PTE LTD 7025708 9.96 7025708 9.96

2 INTER-CONTINENTAL HOTELS CORPORATION 4385235 6.22 4385235 6.22

3 TRESAD LIMITED 3616932 5.13 3616932 5.13

4 FOOD TOPPERS PRIVATE LIMITED 962537 0.77 962537 0.77

5 SURESH ANAND 32080 0.05 32080 0.05

6 VINAY SOMANI 32001 0.05 32001 0.05

7 HITESH RAMJI JAVERI 35154 0.05 50000 0.07

8 VINOD K. NAYAR 26469 0.04 26469 0.04

9 JAGDISH SHAH 22257 0.03 22257 0.03

10 AMIT JAIN 19970 0.03 19970 0.03

11 HARSHA JAVERI 15000 0.02 15000 0.02

16173343 22.35 16173343 22.37

15


(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. For Each of the Directors Shareholding at the Shareholding at the % change inand KMP begginning of the year end of the year share holding

during the year

No. of shares % of total % of shares No. of % of total % of sharesshares of pledged shares shares of pledged

the company encumbered the company encumberedto total to totalshares shares

1. Mr. Ravi Ghai 3324791 4.71 0 3324791 4.71 0 0

2. Mr. Gaurav Ghai 2309141 3.27 0 2309141 3.27 0 0

3. Mr. RKP Shankardass 40000 0.10 0 40000 0.05 0 0

4. Mr. Gulshan Bijlani 17350 0.02 0 17350 0.02 0 0

5. Mr. Mahendra V. Doshi — — — — — — —

6. Mr. Harindra Singh — — — — — — —

7. Ms. Mala Todarwal — — — — — — —

8. Mr. Dalip Sehgal — — — — — — —

9. Mr. Amit Jain — — — — — — —

10. Mrs. Lajja Shah — — — — — — —

Total : 5691282 8.10 0 5691282 8.06 0 0

(vi) indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans Unsecured Loans Deposits Totalexcluding deposits Indebtedness

Indebtedness at the beginning of the financial year

(i) Principal Amount 74,380,227 — — 74,380,227

(ii) Interest due but not paid — — — —

(iii) Interest accrued but not due — — — —

Total (i+ii+iii) 74,380,227 — — 74,380,227

Change in Indebtedness during the financial year

— Addition 55,900,000 — — 55,900,000

— Reduction 51,579,661 — — 51,579,661

Net Change 4,320,339 — — 4,320,339

Indebtedness at the end of the financial year

(i) Principal Amount 78,700,566 — — 78,700,566

(ii) Interest due but not paid — — — —

(iii) Interest accrued but not due — — — —

Total (i+ii+iii) 78,700,566 — — 78,700,566

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars Mr. Ravi Ghai Mr. Gaurav Ghai(Rs.in Lacs) (Rs.in Lacs)

I Salary 30.00 24.00

II Contribution to Provident Fund 3.60 2.88

III Estimated monetary value of perquisites 11.85 2.25

Total 45.45 29.13

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55TH ANNUAL REPORT

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration Name of Directors Total Amount

3. Independent Directors NIL

● Fee for attending board committee meetings

● Commission

● Others, please specify

Total (1)

4. Other Non-Executive Directors NIL

● Fee for attending board committee meetings

● Commission

● Others, please specify

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD:

Sr. No. Particulars of Remuneration Key Managerial Personnel

CompanyCEO Secretary CFO Total

1 Gross salary

(a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 — 3.39 48.89 52.28

(b) Value of perquisites u/s 17(2) Income-taxAct, 1961 — — — —

(c) Profits in lieu of salary under section 17(3)Income-tax Act, 1961 — — — —

2 Stock Option

3 Sweat Equity

4 Commission– as % of

profit– others, specify...

5 Others, please specify

Total 3.39 48.89 52.28

(vii) Penalties/Punishment/Compounding of Offences:

Type Section of Brief Details of Authority Appealthe Companies Description Penalty/Punishment/ [RD / NCLT/ made, if anyAct Compounding COURT] (give Details)

fees imposed

A. COMPANY

Penalty

Punishment N.A.

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

17


ANNEXURE III

SECRETARIAL AUDIT REPORTFor the Financial Year Ended 31st March, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule no. 9 of the Companies(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Graviss Hospitality Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporatepractices by Graviss Hospitality Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Graviss Hospitality Limited books, papers, minute books, forms and returns filed and other recordsmaintained by the company and also the information provided by the Company, its officers, agents and authorized representativesduring the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering thefinancial year ended on 31st March, 2016, complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Graviss HospitalityLimited (“the Company”) for the financial year ended on 31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign DirectInvestment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999;

(e) The SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regardingthe Companies Act and dealing with client; - Not applicable as the Company is not registered as Registrar to an issueand Share Transfer Agent during the financial year under review.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - Not applicable as theCompany has not delisted its equity shares from any Stock Exchange during the financial year under review and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; - Not applicable as the Companyhas not bought back any of its securities during the financial year under review.

(vi) We have also examined the compliances of the provisions of the following other laws applicable specifically to the companywherein we have also relied on the compliance certificates issued by the head of the respective departments in addition to thechecks carried out by us:

(a) Prevention of Food Adulteration Act, 1954

(b) Standard Weights and Measures Act, 1976

(c) Food Safety and Standards Act, 2006

(d) The Legal Metrology act, 2009

(e) Brihanmumbai Municipal Corporation Act, 1888

(f) Maharashtra Tax on Luxuries (In hotels and Lodging Houses) Act, 1987

18

55TH ANNUAL REPORT

(g) Contract Labour (Regulation and Abolition) Act, 1970

(h) Water (Prevention and Control of Pollution) Act, 1974

(i) Air (Prevention and Control of Pollution) Act, 1981

(j) Bombay Prohibition Act, 1949

(k) Bombay Lift Rules, 1958

(l) Bombay Police Act, 1951

(m) Bombay Shops And Commercial Establishments Act, 1948

(n) Copyright Act, 1957 [Sec s 33 (3)]

(o) Employees Provident Funds and Miscellaneous Provisions Funds Act, 1952

(p) The Maternity Benefits Act, 1961

(q) The Minimum Wages Act, 1948

(r) The Payment of Bonus Act, 1965

(s) The Payment of Gratuity Act, 1972

(t) The Payment of Wages Act, 1936

(u) The Apprentices Act

(v) Sexual Harassment Act, 2013

(w) The Child Labour (Prohibition and Regulation) Act, 1986

(x) Registration of Tourist Trade Act

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India has been complied.

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by theCompany and also the information provided by the company, its officers, agents and its authorised representatives during the conductof Secretarial Audit we hereby report that in our opinion during the period under review the Company has complied with the provisionsof the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

1. The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directorsand Independent Directors. The changes in the composition of the Board of Directors that took place during the period underreview were carried out in compliance with the provisions of the Act.

2. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at leastseven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

3. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of thecompany to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there has been no specific event which requires comments.

For Martinho Ferrao & AssociatesCompany Secretaries

Martinho FerraoProprietor

FCS No. 6221C.P. No. 5676

Place: Mumbai

Dated: May 21, 2016

19


ANNEXURE IV

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section(1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm’s length basis

(a) Name of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Justification for entering into such contracts or arrangements or transactions

(f) Date(s) of approval by the Board: NA

(g) Amount paid as advances, if any: N.A.

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis

(a) Name(s) of the related party and nature of relationship: M/s Graviss Holdings Pvt. Ltd.Enterprise having substantial interest in the Company.

(b) Nature of contracts/arrangements/transactions:(1) Catering Services(2) Corporate Service & Brand use arrangement

(c) Duration of the contracts/arrangements/transactions: upto 3 years i.e. from 1st April 2016 to 31st March 2019

(d) Salient terms of the contracts or arrangements or transactions including the value, if any:

(Rs. In Crores)

Year Catering Services Corporate Service & Brand Use

2016-17 15 1.5

2017-18 18 2.0

2018-19 20 2.5

(e) Date(s) of approval by the Board, if any: 23rd January 2014

(f) Amount paid as advances, if any: N.A.

20

55TH ANNUAL REPORT

ANNEXURE VReport on Corporate Governance

In accordance with SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 and some of the best practices ofCorporate Governance, the report containing the details of governance systems and processes at Graviss Hospitality Limited is asunder:

1. Philosophy:

The Company’s policy on Corporate Governance envisages the attainment of the highest levels of transparency, accountabilityand equity, in all facets of its operations and in all interaction with stakeholders, including shareholders, employees, the government,lenders and society. The Company believes that all its operations and actions must serve the underlying goal of enhancing longterm shareholder value.

2. Board of Directors:

(i) Composition of the Board

The Board of Directors provides strategic directions and thrust to the operations of the Company. Currently the totalstrength of the Board is Eight Directors. The Board has an executive chairman and the number of Non-ExecutiveIndependent Director is one-half of the total number of Directors. None of the Directors on the Board is a member onmore than ten committees and chairman of more than five committees [as specified in clause 26 of SEBI (LODR)Regulations 2015] across all the companies in which he is a Director. Hence the Company complies with SEBI (LODR)Regulations 2015 in terms of Composition of Board of Directors.

The composition of the Board and other relevant details relating to the Directors are as under as on 31st March 2016:

No. of Other CommitteeName of the Directors Designation Category No. of Other Memberships #

Directorships*Chairman Member

Mr. Ravi Ghai Chairman & Promoter, Executive, 1 — 1Managing Director Non-Independent

Mr. Gaurav Ghai Joint Managing Promoter, Executive, — 1 1Director Non-Independent

Mr. Mahendra Doshi Director Non-Executive, 6 3 3Independent

Mr. R.K.P. Shankardass Director Non-Executive, — — 1Independent

Mr. Harindra Singh Director Non-Executive, 1 — 3Independent

Mr. Gulshan Bijlani Director Non-Executive, — — 3Independent

Ms. Mala Todarwal Additional Director Non-Executive, 6 — 1Non Independent

Mr. Dalip Sehgal Director Non-Executive, 3 — 1Non Independent

Mrs. Tina Pardal Director Non-Executive, 1 — —Non Independent

Note:

1. Directorships in Private and Foreign Companies are excluded.2. Memberships of only Audit Committee, Stakeholders Relationship Committee have been considered.3. Mrs.Tina Pardal Resigned w.e.f. 4th November, 20154. Ms. Mala Todarwal was appointed as Additional Director w.e.f. 4th November, 2015.5. Members of the Board of the Company do not have membership of more than 10 Board Level Committee or Chairman

of more than 5 such Committees.

(ii) Board Meetings and attendance of each Director at Board Meeting and at last Annual General Meeting

The notice of each Board Meeting is given in writing to each Director. The Agenda alongwith the relevant notes and othermaterial information are sent in advance separately to each Director and in exceptional cases tabled at the meeting. Thisensures timely and informed decisions by the Board. The Board reviews the performance of the Company vis-à-vis thebudgets/targets.

During the year under review, the Board of Directors met Four times during the year viz. 28th April, 2015, 12th August,2015, 4th November, 2015 and 3rd February, 2016.The maximum gap between any two consecutive meetings did notexceed four months. The last Annual General Meeting of the Company was held on 24th July, 2015.The details ofattendance of Directors in Board Meetings and last Annual General Meeting are as follows:

21


Name of the Director No. of Board Meetings Attendance atAttended Last Annual General Meeting

Mr. Ravi Ghai 2 Absent

Mr. Gaurav Ghai 2 Present

Mr. Harindra Singh 2 Absent

Mr. Mahendra V. Doshi 3 Present

Mr. R.K.P. Shankardass 2 Absent

Mr. Dalip Sehgal 4 Absent

Mr. Gulshan Bijlani 2 Absent

Mrs. Tina Pardal (Resigned w.e.f. 04/11/2015) 2 Not Applicable

Ms. Mala Todarwal (Appointed on 04/11/2015) 2 Not Applicable

(iii) Code of Conduct:

The Board has laid down the Code of Conduct for all Board members and Senior Management of the Company and thesame is posted on the website of the Company. A Certificate from Mr. Gaurav Ghai, Jt. Managing Director with regard tothe compliance of code of conduct by the Board members and the senior management for the year ended 31st March,2016 is enclosed and forms part of this report.

(iv) Directors seeking re-appointment:

Mr. Dalip Sehgal, Director of the company shall retire by rotation at the ensuing Annual General meeting and are eligiblefor re-appointment.

(v) Other Provisions:

The Company confirms that it did not have any material pecuniary relationship or transaction with any Non ExecutiveDirector during the year under review, except for the payment of sitting fees made to them for attending the Board and/or Committee meetings.

3. Board Committees:(i) Audit Committee

The composition of Audit Committee as on 31st March, 2015, is as follows:

Mr. Mahendra V Doshi (Chairman)

Mr. Gulshan Bijlani

Mr. RKP Shankardass

Mr. Harindra Singh

Ms. Mala Todarwal (Appointed w.e.f. 04/11/2015)

Mr. Dalip Sehgal

Two third of the total strength of the Audit Committee are Independent Directors. Statutory Auditors, Internal Auditors andCFO attend the meetings of the Committee on invitation of the Chairman. The Company Secretary acts as the Secretaryof the Committee. All the members are financially literate and possess necessary expertise in finance or accounting or anyother comparable experience or background.

The Company has complied with the requirements of clause 18 of SEBI (LODR) Regulations 2015 as regards compositionof Audit Committee.

The Audit Committee reviews the financial statements on a quarterly, half yearly and annually basis and recommends itssuggestions to the Board. It reviews the reports of the Statutory and Internal Auditors and also discusses its suggestionswith them.

During the year under review, the Audit Committee met four times on 28th April, 2015, 12th August, 2015, 4th November,2015 and 3rd February, 2016 with a gap of not more than four months. The details of the meetings attended by theMembers are given below:

Name of the Members Category No. of Meetings Attended

Mr. Mahendra Doshi Non Executive, 3Independent Chairman

Mr. Gulshan Bijlani Non Executive, Independent 2

Mr. RKP Shankardass Non Executive, Independent 2

Mr. Harindra Singh Non Executive, Independent 2

Ms. Mala Todarwal Non Executive, Non Independent 2

Mr. Dalip Sehgal Non Executive, Non Independent 4

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55TH ANNUAL REPORT

The terms of reference of the Audit Committee has been approved at the Board Meeting held on 22nd January 2001. Itprovided for adequate powers and has access of all the information required and performing all the functions which are inaccordance with Clause 18 of SEBI (LODR) Regulations 2015.

The Company has appointed M/s Pipalia Singhal & Associates as Internal Auditors of the Company to review and reporton the internal control systems.

(ii) Stakeholders’ Relationship Committee

The Stakeholders Relationship Committee deals with the matters relating to the transfer/transmission of shares andmonitor the redressal of the investors complaints relating to non-receipt of dividends, non-receipt of annual accounts etc.The Committee comprises of three members with all the members as independent directors viz. Mr. Gulshan Bijlani,Chairman, Mr. Harindra Singh, Member and Mr. Mahendra Doshi, Member. The Committee meets at frequent intervals toconsider requests for share transfer or to consider shareholders’ queries/complaints.

The Meetings of the Committee were held on the following dates:

30.4.2015, 31.05.2015, 30.6.2015,31.7.2015,31.08.2015,30.9.2015,31.10.2015,30.11.2015, 31.12.2015,31.01.2016,29.02.2016and 31.3.2016.

Name and Designation of Compliance Officer:

Ms. Lajja ShahCompany Secretary

The company received total 35 (Thirty Five) investor complaints/request during the year for non receipt of dividend/annualreports/dematerializations which were resolved and there is no request/queries/complaint pending at the end of the yearended on 31st March 2016.

Complaints received and redressed during the year 2015-2016

Request Complaints received Complaints redressed

Change of Address 2 2

Stop Transfer / Procedure for Duplicate Certificate 3 3

Correction of Name / Address 9 9

Dematerialisation of shares 2 2

Registration of NECS / ECS Details 1 1

Confirmation of Details 3 3

Procedure For Transmission / Deletion / Transposition 1 1

Issue of Duplicate Dividend Warrant 2 2

Exchange of Share Certificates 3 3

Issue of Fresh Demand Draft 4 4

Registration of Nomination 2 2

Non Receipt of Dividend / Interest / Redemption Warrant 2 2

Non Receipt of Annual Report 1 1

To t a l 35 35

SEBI vide Circular Ref:CIR/OIAE/2/2011 dated June 3, 2011 informed the company that they had commenced processingof investor complaints in a web based complaints redress system “SCORES”. Under this system, all complaints pertainingto companies are electronically sent through SCORES and the companies are required to view the complaints pendingagainst them and submit Action Taken Report (ATRs) alongwith supporting documents electronically in SCORES.

All the requests and complaints received from the shareholders were attended to within the stipulated time and nothingwas pending for disposal at the end of the year. Ms. Lajja Shah, company secretary is the compliance officer of thecompany.

(iii) Nomination and Remuneration Committee

This committee recommends the appointment/reappointment of executive directors and the appointments of employeesfrom the level of vice-president and above along with the remuneration to be paid to them. The remuneration is fixedkeeping in mind the persons track record, his/her potential individual performance, the market trends and scales prevailingin the similar industry.

During the year under review, the Nomination and Remuneration Committee met Two times on 12th August, 2015 & 4th

November, 2015

23


Criteria for Performance evaluation: A structured questionnaire was prepared after circulating the draft forms, coveringvarious aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Boardculture, execution and performance of specific duties, obligations and governance.

(iv) Remuneration Policy

The Policy inter alia provides for the following:

(a) attract, recruit, and retain good and exceptional talent;

(b) list down the criteria for determining the qualifications, positive attributes, and independence of the directors of theCompany;

(c) ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven,motivates them, recognises their merits and achievements and promotes excellence in their performance;

(d) motivate such personnel to align their individual interests with the interests of the Company, and further the interestsof its stakeholders;

(e) ensure a transparent nomination process for directors with the diversity of thought, experience, knowledge, perspectiveand gender in the Board; and

(f) fulfill the Company’s objectives and goals, including in relation to good corporate governance, transparency, andsustained long-term value creation for its stakeholders.

The Board of Directors constituted a Nomination and Remuneration Committee comprising of three non-executive independentdirectors. The present members of this Committee are Mr. Harindra Singh (Chairman of the Committee), Mr. MahendraDoshi and Mr. Gulshan Bijlani. All the members of this committee have adequate experience and financial knowledge. TheCompany Secretary of the company acts as secretary to the committee.

During the financial year 2015-2016 the committee met 2 times:

12th August 2015 for appointment of Mr. Amit Jain as CFO of the Company in place of Mr.Rajendra Agrawal.

4th November 2015 for appointment of Ms. Mala Todarwal as Non executive Non independent Director and acceptanceof resignation of Ms.Tina Pardal as Non executive Non independent Director.

(v) Compensation to Non-Executive Directors

The Non Executive Directors do not draw any remuneration from the Company except the Sitting Fees which is paid tothem for attending Board/Committee meetings by issuing cheques in their favor. The sitting fees paid to the directorssubject to TDS during the year under review are as under:

Name of the Director Fees for Board meeting (in Rs.)

Mr. R.K.P. Shankardass 40,000

Mr. Gulshan Bijlani 40,000

Mr. Mahendra Doshi 60,000

Mr. Harindra Singh 40,000

Mr. Dalip Sehgal 80,000

Mrs.Tina Pardal 40,000

Ms. Mala Todarwal 40,000

(vi) Executive Directors and Remuneration

The Managing Director and Joint Managing Director are the Executive Directors in the Company. Their remunerations arefixed by the remuneration/compensation committee and subsequently approved by the Board of Directors and theshareholders of the company.

Details of remuneration paid to the Managing Director and Joint Managing Director of the Company for the year endedMarch 31, 2016 are as under:

S.N. Particulars Amount AmountMr. Ravi Ghai Mr. Gaurav Ghai(Rs. In Lacs) (Rs. In Lacs)

I Salary 30.00 24.00

II Contribution to Provident Fund 3.60 2.88

III Estimated monetary value of perquisites 11.85 2.25

Total 45.45 29.13

None of the Directors are related to each other except Mr.Ravi Ghai being the father of Mr. Gaurav Ghai.

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55TH ANNUAL REPORT

(vii) Shares held by Non Executive Directors

Name of the Director No. of shares held

Mr. R.K.P. Shankardass 40,000

Mr. Gulshan Bijlani 17,350

Mr. Mahendra Doshi NIL

Mr. Harindra Singh NIL

Mr. Dalip Sehgal NIL

Mrs. Tina Pardal (resigned on 4th November 2015) NIL

Mrs. Mala Todarwal (appointed on 4th November 2015) NIL

(viii) Finance, Investment and Banking Operation Committee

There were no Meetings of Finance, Investment and Banking Operation Committee during the year.

The Company Secretary of the company acts as the secretary to the committee.

4. Meeting of Independent Directors:

The Independent Directors of the Company had met during the year on 3rd February 2016 to review the performance of non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company and hadaccessed the quality, quantity and timeliness of flow of information between the company management and the Board.

The Company had also further during the year, conducted Familiarisation programme for Independent Directors of the Companyand the details of such familiarisation programmes are disseminated on the website of the Company.

5. General Body Meetings:

(i) The details of the Annual General Meetings held during the last three years are as follows:

Financial Year No. of AGM Date, Day & Time of AGM Venue of AGM

2014-15 54 July, 24th 2015 Dairy Tops, J-177,MIDC , Bhosari, Pune- 411 026at 12.30 p.m.

2013-14 53 June, 25th 2014 Dairy Tops, J-177, MIDC, Bhosari, Pune-411 026at 12.00 Noon

2012-13 52 June, 28th 2013 Dairy Tops, J-177, MIDC, Bhosari, Pune-411 026at 1.00 P.M.

(ii) Special Resolutions passed in previous three Annual General Meetings are as follows:

Date, Day & Time of AGM Particulars of Special Resolutions passed

July 24, 2015, 12.30 p.m. Approval of transaction with related party viz Graviss Holdings Pvt Ltd.

June 25, 2014, 12.00 Noon N.A.

June 28, 2013, 1.00 P.M. N.A.

(iii) Extra-Ordinary General Meeting:No extra-ordinary general meeting of the company had been held during the year ended 31st March 2016.

6. Risk Management:

Business risk evaluation and management is an ongoing process within the Company. The assessment is periodically examinedby the Board.

7. Whistle Blower Policy:

The company has an established mechanism for Directors/Employees to report concerns about unethical behaviour, actual orsuspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimizationof directors/ employees who avail of the mechanism. The company affirms that no personnel has been denied access to theaudit committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any ppersonnelmay raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Mattersare reported to the Chairman of the Audit Committee The key directions/actions will be informed to the Managing Director of theCompany.

25


8. Disclosures:

(i) Related Party Transactions:

There were no material significant related party transactions of the Company with key managerial personnel which havepotential conflict with the interest of the Company at large. Members may refer to the notes to the accounts for details ofother related party transaction.

(ii) Compliance with regulations related to Capital Markets:

The company has complied fully with the requirements of the regulatory authorities of the capital markets. There were noinstance of non-compliance nor have any penalties, or strictures have been imposed by Stock Exchange or SEBI or anyother statutory authority during the last three years on any matter related to the capital markets.

(iii) Accounting Standards:

The company has followed the accounting standards laid down by the Institute of the Chartered Accountants of India.

(iv) CEO/CFO Certificate:

Chief Executive Officer and Chief Financial Officer of the company have furnished the requisite certificate to the Board ofDirectors under clause 17 of SEBI (LODR) Regulations 2015.

9. Means of Communication:

The Company regularly submits quarterly results to the Bombay Stock Exchange Limited on which the shares of the Companyare listed. The said results are also published in the newspapers.

(a) The Company publishes its quarterly, half-yearly and year to date results in the Maharashtra Times and Economic Timesnewspapers at Pune

(b) These results are not sent individually to its shareholders.

(c) No presentations have been made to institutional investors or to analysts.

(d) The Company’s website – www.gravissgroup.com.

(e) Management Discussion and Analysis is given separately in this Annual Report.

10. General Shareholder Information:

(i) 55th Annual General Meeting:

Date and Time : 29th July, 2016 at 12.30 p.m.Venue : Dairy Tops, J-177, MIDC, Bhosari, Pune-411 026.

(ii) Financial Calendar:

The Company follows April-March as its financial year. The unaudited financial result for every quarter beginning from Aprilis declared in the month following the quarter and audited results for the year is declared within one month of the closeof the year.

(iii) Date of Book Closure:

The date of book closure is from 18th July, 2016 to 29th July, 2016 (both days inclusive) for the purpose of annual generalmeeting.

(iv) Listing on Stock Exchanges:

The Company’s shares are listed on the Bombay Stock Exchange Limted, Mumbai and the Company has paid ListingFees for the year 2016-2017 to the Stock Exchanges.

(v) Stock Exchanges

Stock Exchanges Stock Code ISIN—–––––––––––––––––––––––––- —————— ————————Bombay Stock Exchange Ltd 509546 INE214F01026

(vi) Market Price Data:

The monthly high and low quotations of shares, face value of which is Rs.2 per Equity Share, traded on the BombayStock Exchange Ltd. during each month in last financial year are as follows:

The Company is not listed with National stock exchange Ltd.

26

55TH ANNUAL REPORT

BSE

Month’s Month’s Total Volume ofMonth High Price (Rs.) Low Price (Rs.) Shares Transacted

April15 17.90 16.15 7,422

May 15 20.00 16.65 13,440

Jun 15 17.45 15.45 14,955

Jul 15 18.50 16.65 60,617

Aug 15 29.95 17.00 92,674

Sep 15 26.75 21.05 21,155

Oct 15 25.05 20.00 17,680

Nov 15 24.65 20.05 3,362

Dec 15 27.20 20.65 58,893

Jan 16 26.15 21.00 46,895

Feb 16 22.05 18.15 7,550

Mar 16 18.50 17.55 10,097

Apr 16 21.35 18.50 10,641

Closing share price as on 31st March 2016 (Rs. 18.50)Market capitalization as on 31st March 2016 (Rs. 130,46,03,998)

(vii) Registrar and Share Transfer Agent:Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W),Mumbai 400 078.Contact Number: 022-2596 3838

(viii) Share Transfer System:

Applications for transfer of shares held in physical form are received at the office of the Company. The processing oftransfers is attended immediately and share transfers are processed by Link Intime India Pvt. Ltd. - the Registrar andShare Transfer Agent of the Company. The Shareholder/Investor Grievance Committee is authorized to approve thetransfers of shares and the same is ratified at the next Board Meeting.

(ix) Shareholding pattern as on March 31, 2016

Category No. of No. Of PercentageShareholders Shares of

Promoters Holding

Indian Promoters 7 5,27,36,710 74.78

Foreign Promoter Nil Nil

Persons Acting in Concert Nil Nil

Promoters relatives, related firms, trusts & HUFs Nil Nil

Non-Promoter Holdings Institutional Investor

(a) Mutual Funds & UTI Nil Nil

(b) Banks, Financial Institutions, Insurance 1 1,250 0.00Companies (Central/State Govt. Institutions Nil NilNon-government Institutions) Nil Nil(i) General Insurance Corporation of India Nil Nil(ii) Nationalised Banks Nil Nil

(c) FIIs Nil Nil

27


Category No. of No. Of PercentageShareholders Shares of

Others

Private Corporate Bodies 26 10,06,294 1.44

Indian Public 1,255 15,38,925 2.18

N.R.I. & NRN 9 10,853 0.01

OCB’s 1 36,16,932 5.13

Foreign Companies 2 1,14,10,943 16.18

Trust 1 94,660 0.13

Directors / Relatives 2 57,350 0.08

Clearing Member 9 18,297 0.03

Hindu Undivided Family 18 26,921 0.04

Total 1,332 70,519,135 100.00

Distribution of Shareholding (Rupees) as on March 31, 2016

Shareholding of Nominal Value No. of % of Share Capital Amount % of(Rupees) Shareholders Total (Rupees) Total

1 – 4000 1,178 88.44 12,28,840 0.87

4001 – 8000 49 3.68 2,84,332 0.20

8001 – 10000 46 3.45 4,14,428 0.29

10001 – 20000 25 1.88 3,47,086 0.25

20001 – 999999999 34 2.55 13,87,63,584 98.39

Total 1,332 100 14,10,38,270 100

(x) Dematerialization of Shares and Liquidity:

The equity shares of the Company are traded on the Bombay Stock Exchange Limited. The Company has entered into anagreement with both National Securities Depository Limited and Central Depository Services Limited for dematerialization ofequity shares of the company. Approximately, 65291577 (92.59%) of the equity shares of the company have beendematerialized as on 31st March 2016.

(xi) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments conversion date and likely impact on equity:

The Company has not issued any GDRs/ADRs and therefore there were no outstanding GDRs/ADRs.

(xii) Plant Locations:

Unit : Hotel Inter-Continental Marine Drive, 135, Netaji Subhash Road, Mumbai 400 020.

Mayfair Banquets Locations : 254-C, Dr. Annie Besant Road, Worli, Mumbai 400 030.

(xiii) Address for Investor Correspondence:

In case of any query or assistance, the investors may contact or write to:

Registered Office Registrar & Transfer Agent

Dairy Tops, Plot No. J-177, MIDC Link Intime India Private Limited

Bhosari, Pune-411 026, Maharashtra C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W),

Tel: 020-3068 1102/3068 1139 Fax: 020-2747 7996 Mumbai 400 078 Tel: 022-2596 3838, Fax: 022-2596 2691

Administrative Office Mrs. Lajja Shah

254-C, Dr. Annie Besant Road, Company Secretary & Compliance Officer

Worli, Mumbai-400 030. 254-C, Dr. Annie Besant Road, Worli, Mumbai-400 030

Tel: 022 – 4050 1111 Fax: 022 – 2491 5555 Tel: 022 – 4050 1111 Fax: 022 – 2491 5555

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55TH ANNUAL REPORT

(xiv) Unclaimed Dividends:

The dividend remaining unclaimed/unpaid has been transferred to the Graviss Hospitality Ltd. unpaid dividend A/c. However,there is Rs. 3,31,649.68 dividend remaining unpaid or unclaimed for the period of seven years from the date of transferto unpaid dividend account, which requires to be transferred to Investor Education and Protection Fund.

Financial Year Unpaid/Unclaimed Date of Due Date of(nature of dividend) dividend as on declaration transfer to IEPF

31.03.2016(Rupees)

2009-10 (Interim) 69,907.60 29/01/2010 07/02/2017

2010-11 (Interim) 68,773.32 31/01/2011 07/02/2018

2010-11 (final) 24,912.22 30/06/2011 05/08/2018

2011-12 (Interim) 99,378.36 31/01/2012 07/02/2019

2012-13 not declared — — —



(xv) Nomination:

Individual shareholders holding shares singly or jointly in physical form can nominate a person in whose favor the sharesshall be transferable in case of death of the registered shareholder. Nomination forms can be obtained from the company’sregistrar and share transfer agent. The nomination facility in respect of shares in electronic form is also available withdepository participants.

(xvi) Certificate on Corporate Governance:

The company has obtained a certificate from the auditors of the company confirming compliances with the conditions ofcorporate governance.

29


Certification by Joint Managing Director and Chief Financial Officer

We hereby certify that for the financial year ended 31st March, 2016, we have reviewed the financial statements and the cash flowstatement and that to the best of our knowledge and belief:

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading.

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended31st March, 2016, which are fraudulent, illegal or violate the Company’s code of conduct.

4. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness ofthe internal control systems of the Company and we have disclosed to the auditors and the Audit Committee thosedeficiencies, of which we are aware, in the design or operation of the internal control systems and that we have taken therequired steps to rectify these deficiencies.

5. We further certify that:

(a) There have been no significant changes in internal control during this year.

(b) There have been no significant changes in accounting policies during this year.

(c) There have been no instances of significant fraud, of which we have become aware, involving management or anemployee having a significant role in the Company’s internal control systems.

Place: Mumbai AMIT JAIN GAURAV GHAIDate: 24th May, 2016 Chief Financial Officer Joint Managing Director

Practising Company Secretary’s Report on Corporate Governance

To the Members of

We have examined the compliance of the conditions of Corporate Governance by GRAVISS HOSPITALITY LIMITED (‘the Company’)for the year ended on March 31, 2016 as stipulated in Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations, 2015 (hereinafter referred to as “said Regulations”) and the Listing Agreement of the said Company with the StockExchanges.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited toprocedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Regulation 27 of the said Regulations.

We state that as per the records maintained by the Registrars and Share Transfer Agents of the Company and presented to theStakeholder Relationship Committee, no investor grievances are pending for a period exceeding one month against the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For M/s. Martinho Ferrao & Associates

Company Secretaries

Proprietor

Place : Mumbai

Membership No. 6221

COP : 5676

Date: 24/05/2016

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55TH ANNUAL REPORT

Management Discussion and AnalysisIndustry Structure and Developments

Overview of Tourism and Indian Economy:

The financial year 2015-2016 has been challenging for the world at large. The corporate world had been engaged in cost cutting via

drastic cut backs on non essential expenses; this drop in corporate travel had adversely affected the Indian Hospitality sector. The

government too is making conscious efforts to revive the industry through a slew of policy decisions as many new and ongoing hotel

projects had stalled during the downturn.The Indian Hospitality industry is beginning to show a few signs of recovery.

Opportunities:

The Hotel industry in India is expected to boom with rising room rates and on high occupancy rates. The Country is facing a shortage

of hotel rooms and the industry needs to more than double its room inventory from the current levels. India is becoming the epicenter

for outsourcing and new age businesses and the growth in the economy is attracting tourists from all around the world. With increase

in the disposable income in the hands of people, domestic tourism has also been rising very rapidly. The demand and supply imbalance

of hotel rooms is pushing average room rates (ARR) further as new properties are not coming up at the same place. This represents

a significant opportunity for the Company.

Threats:

The Hotel industry is cyclical and sensitive to changes in the economy and this could have a significant impact on operations and

financial results of the company. Act of violence or war, in India or other neighboring countries, may affect Indian and worldwide

economic markets. Increased competition in the hotel sector may adversely affect the operation of our Hotel. Surging room rates may

impact room demand from foreign leisure travel segment.

Outlook:

The global economic and financial situation is recovering slowly. The large fiscal deficits and high debt ratios coupled with slow

economic growth have created unsettling conditions for business and have potential for causing great volatility in financial markets. It

is hard to visualise strong economic growth in the advanced economies in 2016. The implications for this, for India’s strategy to return

to the 8.0% growth trajectory are that public policy must promote business confidence and facilitate increased investment. Despite a

positive long term view, the current business environment remains challenging. The strong macro economic outlook is expected to

continue providing momentum for growth of the hotel industry in India. It should be noted that that the base for tourism in India is still

very low. The sudden surge in demand for hotel accommodation over the last three years has inflated hotel rooms in the country.

However, a number of international brands across all hotel segments are planning to or have recently entered the Indian market.

Domestic hotel chains, too, are embarking on strong expansion and development plans across all hotel segments. As the gap between

supply and demand for hotel accommodation narrows over the next few years, we expect room rates to rationalize, which would

encourage leisure travel.

Declaration by Chairman and Managing Director on code of conduct under clause 49 of the listing agreement

To

The Members

I, hereby declare that to the best of my knowledge and information, all the Board Members and Senior Management Personnel have

affirmed compliance with the code of conduct for the year ended March 31, 2016.

Place: Mumbai RAVI GHAI

Date: 2nd April, 2016 Chairman and Managing Director

31


Auditors’ Certificateon Corporate Governance

We have examined the compliance of conditions of Corporate Governance by Graviss Hospitality Limited (the Company) for the

year ended on 31st March, 2016 as stipulated in Clause 49 of the Listing Agreement (‘Listing Agreement’) of the Company with the

stock exchanges for the period 1st April 2015 to 30th November 2015 and as per the relevant provisions of Securities and Exchanges

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) as referred to in regulation

15(2) of the Listing Regulations for the period 1st December 2015 to 31st March 2016.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to a

review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the

Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the

management, we certify that the Company has complied with the conditions of Corporate Governance, as stipulated in the above

mentioned Listing Agreement/Listing Regulations, as applicable.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or

effectiveness with which the management has conducted the affairs of the Company.

For V. Shankar Aiyar & CO.

Chartered Accountants

Firm Regn. No. 109208W

G. SANKAR

Partner

Place: Mumbai Membership No. 046050

Dated: 24th May, 2016

32

55TH ANNUAL REPORT

Independent Auditors’ ReportTo the Members of Graviss Hospitality Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GRAVISS HOSPITALITY LIMITED (“the Company”), whichcomprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year thenended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) withrespect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial controlrelevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures thatare appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of thefinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on thestandalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2016, and its loss and itscash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, attention of the members is drawn to Note 27.B.17, in view of the matter stated therein relating to theaccumulated losses of two subsidiaries as at 31st March, 2016, keeping in mind the factors stated in the Note, there is no diminutionin the value of investments in the subsidiaries and the loans given to the subsidiaries are considered good of recovery.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in termsof sub-section (11) of section 143 of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 and4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination of those books.

33


(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are inagreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Boardof Directors, none of the directors is disqualified as on 31st March, 2016 from being appointed as a director in terms ofSection 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - ReferNote 27.B.1.A to the financial statements;

(ii) The Company did not have any foreseeable losses on long-term contracts including derivative contracts.

(iii) there was no delay in transferring amounts required to be transferred to the Investor Education and Protection Fundby the Company.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate Report in “Annexure B”.

For V. SANKAR AIYAR & CO.Chartered Accountants

Firm Registration No. 109208W

G. SANKARPlace: Mumbai PartnerDated: 24th May, 2016 Membership No. 46050

34

55TH ANNUAL REPORT

Annexure to the Auditors’ Report“Annexure A” referred to in the Auditor’s Report to the Members of Graviss Hospitality Limited on the FinancialStatements for the year ended 31st March 2016.

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of FixedAssets.

(b) As explained to us, physical verification of high value fixed assets was carried out by an external agency during the year.As certified by the said agency there were no material discrepancies noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the title deeds of immovable properties areheld in the name of the company.

(ii) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals and nomaterial discrepancies were noticed on physical verification as compared to the record of inventories.

(iii) According to the information and explanations given to us, the company has not granted any loans to companies, firms orother parties covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) The company has not granted any loans, guarantees or security and has not made investments to which the provisions ofsection 185 and 186 of the Companies Act, 2013 apply.

The company had granted interest free long term unsecured loans to two subsidiary companies in terms of Special Resolutionpassed by the Shareholders on 28th April 2006 in accordance with the provisions of section 372A of the Companies Act, 1956.(Attention is also invited to Note 27.B.17 to the financial statements).

(v) In our opinion and according to the information and explanations given to us, the company has not accepted deposits from thepublic during the year.

(vi) According to the information and explanations given to us, the Central Government has not prescribed maintenance of costrecords under Section 148(1) of the Act for any of the products of the Company.

(vii) (a) According to the records maintained by the company, the company is generally regular in depositing with appropriateauthorities undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealthtax, service tax, custom duty, excise duty, cess and other statutory dues where applicable.

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutorydues were in arrears, as at 31st March, 2016, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company, there are no dues of sales tax/ customs duty / wealth tax / service tax / excise duty / cess, which have not been deposited on account of any dispute.In case of Income Tax the amount of demand not deposited on account of disputes is Rs.81.20 lacs in respect of AY2010-11 to 2012-13 and the disputes are pending before the Appellate authorities of Income Tax department . In case ofVAT, there is a disputed demand of tax and penalty of Rs. 88 lacs for the year 2010-11 which is contested before theAppellate Tribunal, Delhi/High Court.

(viii) On the basis of verification of records and according to the information and explanations given to us, the Company has notdefaulted in repayment of dues to Banks. The company has not taken any loan from any financial institution or by way of issueof debentures.

(ix) According to the information and explanations given to us and the records of the company, the company has not raised moneyby way of initial public offer or further public offer during the year. In our opinion, the term loans taken during the year have,prima facie, been applied for the purpose for which they were raised.

(x) According to the information and explanations given to us and based on audit procedures performed and representationsobtained from the management, we report that no fraud on or by the company, has been noticed or reported during the yearunder audit.

(xi) According to the information and explanations given to us and based on verification of records, the managerial remunerationhas been paid in accordance with the requisite approvals mandated by the provisons of section 197 read with Schedule V ofthe Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence clause (xii) of the order is not applicable.

(xiii) The Ministry of Corporate Affairs have vide their approval u.s.297(1) of the Companies Act, 1956 dated 28.03.2014 accorded

35


approval for entering in to contract (services & sales)with Graviss Holdings Pvt.Ltd.and Rich Graviss Products Pvt.Ltd. TheAudit Committee of the Board of Directors of the company have also approved the contracts entered in to with the said parties.

Considering the aforesaid approvals and according to the information and explanations given to us, that the aforesaid contractswere entered in to at reasonable rates, the transactions with the related parties were in compliance with sections 177 and 188of Companies Act, 2013 and the details have been disclosed in the Financial Statements etc., as required by AccountingStandard 18 - Related Party Disclosures.

(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible debenturesduring the year under review.

(xv) According to the information and explanations given to us and based on verification of records, the company has not enteredinto any non-cash transactions with directors or persons connected with him.

(xvi) According to the information and explanations given to us, the company is not required to be registered under section 45-IA ofthe Reserve Bank of India Act, 1934.




36

55TH ANNUAL REPORT

“Annexure B” referred to in the Auditor’s Report to the Members of Graviss Hospitality Limited on the FinancialStatements for the year ended 31st March 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Graviss Hospitality Limited as of March 31st, 2016 inconjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal controlover financial reporting criteria established by the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the“Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the CompaniesAct, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and,both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system overfinancial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend onthe auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraudor error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on theCompany’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that couldhave a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or impropermanagement override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

37


Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting andsuch internal financial controls over financial reporting were operating effectively as at March 31, 2016 based on “the internal controlover financial reporting criteria established by the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia”.




38

55TH ANNUAL REPORT

EQUITY AND LIABILITIESShareholders’ Funds:

Share Capital 1 1,410.39 1,410.39Reserves and Surplus 2 23,045.54 23,153.30

24,455.93 24,563.69

Non-current Liabilities:Long-term borrowings 3 178.80 203.62

178.80 203.62

Current Liabilities:Short-term borrowings 4 736.09 487.65Trade payables 373.06 406.07Other current liabilities 5 466.68 422.30Short-term provisions 6 5.37 8.62

1,581.20 1,324.64TOTAL 26,215.93 26,091.95

ASSETSNon-current AssetsFixed Assets:

Tangible assets 7 13,573.09 13,797.27In-tangible assets 8 1.66 6.54Capital work-in-progress 46.41 2.08

13,621.16 13,805.89

Non-current investments 9 21.66 21.66Long-term loans and advances 10 11,336.67 11,129.76Other non-current assets 11 60.99 53.75Deferred tax asset / (liability) – (Net) 12 22.10 (117.03)

25,062.58 24,894.03

Current Assets:Current Investment 13 0.17 0.17Inventories 14 162.31 151.12Trade receivables 15 710.47 647.70Cash and Bank Balances 16 126.58 205.08Short-term loans and advances 17 153.82 193.84

1,153.35 1,197.91

TOTAL 26,215.93 26,091.94

SIGNIFICANT ACCOUNTING POLICIES AND OTHER NOTES 27FORMING PART OF FINANCIAL STATEMENT

Balance Sheetas at 31st March, 2016

Particulars As at As at31/03/2016 31/03/2015

Note No. (Rs. in lacs) (Rs. in lacs)

As per our separate report of even date

For V. SANKAR AIYAR & CO. GAURAV GHAI GULSHAN BIJLANIChartered Accountants Joint Managing Director DirectorFirm Registration No. 109208WG. SANKAR AMIT JAIN Lajja ShahPartner (Membership No. 046050) Chief Financial Officer Company Secretary

Mumbai,Dated: 24th May, 2016

39


Statement of Profit and Loss Accountfor the year ended 31st March, 2016

Particulars For the year For the year31/03/2016 31/03/2015

Note No. (Rs. in lacs) (Rs. in lacs)INCOME

Revenue from operations 18 4,720.36 4,863.81Other Income 19 21.74 25.72

Total Revenue 4,742.10 4,889.53

EXPENSESPurchases 20 763.31 740.54Changes in Stock 21 (9.24) 81.88Employee benefits expense 22 1,323.04 1,295.58Finance costs 23 121.58 119.15Depreciation and amortisation expenses 24 462.70 545.10Other expenses 25 2,327.60 2,370.15

Total Expenses 4,988.99 5,152.40

PROFIT/(LOSS) BEFORE TAX (246.89) (262.87)

Tax expense:Deferred Tax (Net) (Refer Note “4”) 139.13 50.00

Tax relating to earlier years — (12.00)

PROFIT/(LOSS) FOR THE PERIOD AFTER TAX (107.76) (224.87)

Earning per equity share – Rs. 26(a) Basic (0.15) (0.32)(b) Diluted (0.15) (0.32)

SIGNIFICANT ACCOUNTING POLICIES AND OTHER NOTES 27FORMING PART OF FINANCIAL STATEMENTS




40

55TH ANNUAL REPORT

Cash Flow Statement for the Year Ended 31st March, 2016Particulars As at 31/03/2016 As at 31/03/2015

(Rs. in lacs) (Rs. in lacs)

A. CASH FLOWS FROM OPERATING ACTIVITIES

Net profit before taxation and extraordinary item (246.89) (262.87)

Adjusted for:Depreciation/Amortisation 462.70 545.10(Profit)/loss on sale of fixed assets — 3.50Interest income (12.04) (17.24)Dividend income (0.08) —Interest expense 121.58 119.15

Operating profit before working capital changes 325.27 387.64

Increase/(decrease) in trade payables (33.01) 81.62Increase/(decrease) in short-term provisions (3.25) (10.43)Increase/(decrease) in other current liabilities 84.39 110.90Decrease/(Increase) in trade receivables (62.77) (91.01)Decrease/(Increase) in other bank balances 55.36 72.06Decrease/(Increase) in inventories (11.18) 66.92Decrease/(Increase) in long-terms loans and advances (206.88) (297.51)Decrease/(Increase) in short-terms loans and advances 40.02 15.18Decrease/(Increase) in other non-current assets (7.25) (8.53)

(144.57) (60.79)Cash generated from operations 180.70 326.85Income tax paid (40.01) (44.30)NET CASH FROM OPERATING ACTIVITIES (A) 140.69 282.55

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets, including intangible assets, CWIP and capital advances (277.99) (435.39)Proceeds from sale of fixed assets — 0.50Interest received 12.04 17.24Dividend received 0.08 —

NET CASH FROM INVESTING ACTIVITIES (B) (265.87) (417.65)C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds/ (Repayment) from Long-term borrowings (24.82) 69.09Proceeds from Short-term borrowings 248.44 (40.84)Interest paid (121.58) (119.15)

NET CASH USED IN FINANCING ACTIVITIES (C) 102.04 (90.90)Net Increase/(Decrease) in cash and cash equivalents (A+B+C) (23.14) (226.00)Net Increase in cash and cash equivalents

Cash and cash equivalents at beginning of year:Cash on hand and balances with banks 143.83 369.83

Total (D) 143.83 369.83

Cash and cash equivalents at end of year:Cash on hand and balances with banks 120.69 143.83

Total (E) 120.69 143.83

Net Increase/(Decrease) in Cash and Cash equivalents (E-D) (23.14) (226.00)




41


Notes forming part of the Financial Statements as at 31st March, 2016

As at As at31/03/2016 31/03/2015

(Rs. in lacs) (Rs. in lacs)NOTE ‘1’ – SHARE CAPITAL

(a) Authorised:230,000 Preference shares of Rs. 100 each to be issued on such terms and

conditions including rate of dividend and redemption of the shares asthe Company shall from time to time decide as per Clause 4 (ii) of theamended Articles of Association of the Company 230.00 230.00

113,500,000 Equity shares of Rs. 2 each 2,270.00 2,270.00

2,500.00 2,500.00

(b) Issued, Subscribed and fully paid-up:70,519,135 Equity shares of Rs. 2 each for cash 1,410.39 1,410.39

70,519,135 1,410.39 1,410.39

(70,519,135)

(c) Reconciliation of the number of sharesOpening 70,519,135 70,519,135

Closing 70,519,135 70,519,135

(d) Share held by each shareholder holding more than 5% shares— Equity shares of Rs. 2 each fully paid

Graviss Holdings Private Limited – 30.93% (30.93%) 21,813,970 21,813,970Satinetta Finlease & Investments Private Limited – 32.57% (32.57%) 22,967,844 22,967,844Dunearn Investments (Mauritius) Pte Limited – 9.96% (9.96%) 7,025,708 7,025,708Inter Continental Hotels Corporation, USA – 6.22% (6.22%) 4,385,235 4,385,235

NOTE ‘2’ – RESERVES AND SURPLUS

Capital Reserves:

Subsidy from the Central Government under 15% Central Subsidy Scheme 1971 for Aurangabad –As per last account 7.78 7.78

Warrants Forfeited Account:As per last account 850.01 850.01

850.01 850.01

Share Premium Account:As per last account 9,183.07 9,183.07

9,183.07 9,183.07

Capital Redemption Reserve AccountAs per last account 318.52 318.52

318.52 318.52General Reserve:

As per last account 11,320.29 11,320.2911,320.29 11,320.29

Profit and Loss Account:Opening balance 1,473.63 1,698.50Add: Net profit after tax transferred from Statement of Profit and Loss (107.76) (224.87)Balance in Profit and Loss account 1,365.87 1,473.63

23,045.54 23,153.30

42

55TH ANNUAL REPORT


As at As at31/03/2016 31/03/2015

(Rs. in lacs) (Rs. in lacs)NOTE ‘3’ – LONG TERM BORROWINGS

(A) Term loan from Bank: (Refer Note “5” below)Axis Bank

Term Loan (Secured) – I 153.22 199.40

Note:Term loan from bank carries interest @ 12.15% p.a. The loan is repayable in 59 monthly instalmentsof Rs. 8.33 lacs each along with interest, from February 2014. The loan is secured by exclusive firstcharge of entire movable fixed assets and extension of first charge by way of hypothecation overentire current assets of the company.

Term Loan (Secured) – II 25.58 —

Note:Term loan from bank carries interest @ 12.15% p.a. The loan is repayable in 60 monthly instalmentsof Rs. 6.25 lacs each along with interest, from April 2016. The loan is secured by exclusive firstcharge of entire movable fixed assets and extension of first charge by way of hypothecation overentire current assets of the company.

(B) Deferred payment liabilities:

(carry interest rates ranging from 10% to 12%, repayable in various EMIs and secured byhypothecation of vehicles) — 4.21

178.80 203.61

NOTE ‘4’ – SHORT TERM BORROWINGS

Overdraft from Bank:

Axis Bank 736.09 487.65

Note:

Overdraft from bank carries interest @ 11.65% p.a. The loan is repayable on demand. The loan is securedby exclusive first charge by way of hypothecation over entire current assets and first charge on entiremovable fixed assets of the company.

736.09 487.65

NOTE ‘5’ – OTHER CURRENT LIABILITIES

Unpaid Dividends (Not due to be deposited into Investor Education and Protection Fund) 2.63 3.34

Interest free security deposits and advance from customers 12.92 11.12

Expenses payable 196.45 186.33

Gratuity obligation 108.41 105.98

Statutory dues payable

– TDS payable 16.02 13.56– VAT payable 30.58 28.12– Luxury Tax payable 12.79 11.57– Advance Income tax (net) (104.58) (64.56)– Others (Provident Fund, ESIC etc) 12.29 11.92

Current maturities of long term debt: (Refer Note “3” above)Term Loans repayable in 12 months – Indian Rupee Loan 174.96 99.96 – Deferred Payment Liability 4.21 14.96

466.68 422.30

43


NOTE ‘6’ – SHORT-TERM PROVISIONS

Provision for leave benefits 5.37 8.62

5.37 8.62


As at As at31/03/2016 31/03/2015


Tangible Assets:

Land- Leasehold(refer note below) 10,272.33 — — 10,272.33 — — — — 10,272.33 10,272.33

Buildings. 3,688.89 61.80 — 3,750.69 1,300.06 125.48 — 1,425.54 2,325.15 2,388.83

Premises 95.89 — — 95.89 35.64 16.34 — 51.98 43.91 60.24

Plant and Equipment. 926.79 50.39 — 977.18 774.88 53.01 — 827.89 149.29 151.91

Furniture and Fixtures. 2,543.25 84.29 — 2,627.54 2,123.85 97.42 — 2,221.27 406.27 419.42

Vehicles. 175.60 — — 175.60 118.69 27.07 — 145.76 29.84 56.91

Office equipment. 805.31 25.06 — 830.37 388.98 110.42 — 499.40 330.97 416.33

Computers 390.73 11.42 — 402.15 359.43 27.39 — 386.82 15.33 31.30

TOTAL 18,898.79 232.96 — 19,131.75 5,101.53 457.13 — 5,558.66 13,573.09 13,797.27

18,397.71 509.82 8.74 18,898.79 4,566.38 539.89 4.74 5,101.53 13,797.27

Note: Leasehold land from Collector of Mumbai for 99 years which is renewable at the option of the both the parties.

NOTE ‘7’ (Rs. in lacs)

DESCRIPTION GROSS BLOCK DEPRECIATION / AMORTISATION NET BLOCK

As at Deductions/ As at Upto For the Deductions/ Upto As at As at01/04/2015 Additions Adjustments 31/03/2016 31/03/2015 Year Adjustments 31/03/2016 31/03/2016 31/03/2015

Intangible Assets:

Computer software 41.03 0.69 — 41.72 34.49 5.57 — 40.06 1.66 6.54

TOTAL 41.03 0.69 — 41.72 34.49 5.57 — 40.06 1.66 6.54

39.20 1.83 — 41.03 29.28 5.21 — 34.49 6.54




44

55TH ANNUAL REPORT

NOTE ‘9’ – NON CURRENT INVESTMENT

TRADE INVESTMENTS (VALUED AT COST UNLESS STATED OTHERWISE):

Unquoted equity instruments:

Investment in subsidiaries

50,000 of Graviss Hotels and Resorts Limited of Rs. 10 each 5.00 5.0076,422 (out of which 50 jointly held with third parties) 12.89 12.89

of Graviss Catering Private Limited of Rs. 10 each

NON-TRADE INVESTMENTS (VALUED AT COST UNLESS STATED OTHERWISE:

Unquoted:

530 Equity shares of The Saraswat Co-operative Bank Ltd., of Rs. 10 each 0.05 0.05

20 Shares of Hotel and Restaurant Co-operative Services Society Ltd of Rs. 50 each 0.01 0.01

*1,857 Equity shares of Bombay Mercantile Co-operative Bank Ltd., of Rs. 30 each 0.56 0.56

Quoted:

3,820 Equity Shares of Edelweiss Capital Limited of Rs.1 each 3.15 3.15

21.66 21.66

Aggregate value of unquoted investments 18.51 18.51

Aggregate value of quoted investments 3.15 3.15

Market value of quoted investments 2.15 2.44

*(Note: 190 shares are held in the name of Mr Ravi Ghai, Chairman and Managing Director and Mr Gaurav Ghai,Joint Managing Director of the Company)

NOTE ‘10’ – LONG-TERM LOANS AND ADVANCES - UNSECURED CONSIDERED GOOD:

Security Deposits 1,606.55 1,623.63

Loans to subsidary companies:

– Graviss Hotels and Resorts Limited 9,240.32 9,031.52

– Graviss Catering Private Limited 189.80 174.61

Capital advance 300.00 300.00

11,336.67 11,129.76

NOTE ‘11’ – OTHER NON-CURRENT ASSETS:

Margin Money Deposit with Bank 60.99 53.75

60.99 53.75

NOTE ‘12’ – DEFERRED TAX ASSET / (LIABILITY):

Deferred tax liability:

Depreciation on fixed assets 115.10 165.35

Deferred tax asset:

Expenses allowed on payment basis 67.05 48.32

Unabsorbed Depreciation 70.15 —

22.10 (117.03)


As at As at31/03/2016 31/03/2015


45



As at As at31/03/2016 31/03/2015


NOTE ‘13’ – CURRENT INVESTMENTS IN MUTUAL FUNDS (Valued at lower of cost and market value):

176 units of Rs. 10 each in Birla Sun Life Short Term Fund 0.17 0.17

0.17 0.17

Aggregate value of current quoted investments 0.17 0.17

Net Assets Value (NAV) of Mutual Funds 0.20 0.20

NOTE ‘14’ – INVENTORIES (Valued at lower of cost and net realisable value):

Food and Beverages 123.39 114.15Stores and Other Operating Supplies 38.92 36.97

162.31 151.12

NOTE ‘15’ – TRADE RECEIVABLES:Debts outstanding for a period exceeding six months – (Secured, considered good) 30.39 30.39Debts outstanding for a period exceeding six months – (Unsecured, considered good) 11.32 9.00Other debts 668.76 608.31

710.47 647.70

NOTE ‘16’ – CASH AND BANK BALANCES:Cash and Cash Equivalents

Current accounts 101.84 135.27Cash on hand 18.86 8.56

Other Bank Balances:Unpaid Dividend accounts 2.63 3.34Fixed Deposit with banks maturing within one year 3.25 57.91

126.58 205.08

NOTE ‘17’ – SHORT-TERM LOANS AND ADVANCES:(Unsecured, considered good)Advances to others:

Prepaid expenses 80.80 76.39Loans to employees 9.52 16.44Balances with statutory/government authorities 5.60 2.29Advance to suppliers 54.70 41.05Other advances 3.20 57.67

153.82 193.84

NOTE ‘18’ – REVENUE FROM OPERATIONSSales-Rooms 1,662.28 1,723.67Sales-Food and Beverages 2,683.95 2,800.68Sales of services 374.13 339.46

4,720.36 4,863.81

46

55TH ANNUAL REPORT

NOTE ‘19’ – OTHER INCOMEInterest received on deposits with banks 12.04 17.24Dividend Income 0.08 —Unclaimed Credit balances written brack — 1.05Exchange Rate Difference (net) — 0.03Foreign Exchange Commission 2.62 2.33Miscellaneous receipts 7.00 5.07

21.74 25.72

NOTE ‘20’ – PURCHASESFood and Beverages items 763.31 740.54

763.31 740.54

NOTE ‘21’ – CHANGES IN STOCK (Food & Beverages items)Opening stock 114.15 196.03Closing stock 123.39 114.15

(Increase)/Decrease in stock (9.24) 81.88

NOTE ‘22’ – EMPLOYEE BENEFITS EXPENSE (Refer note “27.B.3”)Salaries and Wages (including bonus and gratuity) 1,213.71 1,184.40Contributions to:

Provident, Family Pension and other Funds 67.57 66.80Staff welfare expenses 41.76 44.38

1,323.04 1,295.58

NOTE ‘23’ – FINANCE COSTSInterest expense (Bank loans) 121.58 119.02Other borrowing costs — 0.13

121.58 119.15

NOTE ‘24’ – DEPRECIATION AND AMORTISATION EXPENSES:

Depreciation of tangible assets 457.13 539.89Amortisation of intangible assets 5.57 5.21

462.70 545.10


As at As at31/03/2016 31/03/2015


47


NOTE ‘25’ – OTHER EXPENSES

Operating Expenses:

Power, Fuel and Water 332.87 329.04

Repairs and Maintenance:

Building 58.05 64.54

Machinery 16.40 10.63

Others 138.44 142.67

Stores and Supplies including Linen and Uniforms 99.71 98.79

Washing and Laundry expenses 65.17 75.43

Business Operating expenses 205.53 210.66

Music and other Operating expenses 124.94 138.50

General Expenses:

Rent 12.67 13.18

Rates and Taxes 125.69 111.01

Insurance 29.08 33.09

Hire charges 8.91 16.12

Advertisement and Sales Promotion 224.25 200.13

Commission on Sales 63.03 52.37

Travelling and Conveyance 253.17 249.42

Printing and Stationery 25.66 23.81

Postage and Telephones 41.75 40.35

Other expenses 114.70 195.86

Payments to Auditors (Note “27.B.4”) 8.60 8.54

Legal and Professional charges 204.36 179.14

Franchise and Corporate Service fees 171.07 168.52

Directors Sitting fees 3.55 4.85

Loss on sale of Assets — 3.50

2,327.60 2,370.15

NOTE ‘26’ – EARNING PER EQUITY SHARE (Basic and Diluted)

Net profit after Taxation (in Rs.) (107.76) (224.87)

Weighted average number of equity shares 70,519,135 70,519,135

Earnings per equity shares (in Rs.) (0.15) (0.32)

Nominal value per share (Rs.) 2.00 2.00


As at As at31/03/2016 31/03/2015


48

55TH ANNUAL REPORT

NOTE ‘27’

SIGNIFICANT ACCOUNTING POLICIES AND OTHER NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2016.

A. Significant Accounting Policies

I SYSTEM OF ACCOUNTING

(a) The Company follows the mercantile system of accounting and recognises income and expenditure on accrual basis.The financial statements have been prepared in all material respects in accordance with the accounting standards as specified undersection 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) rules, 2014.

(b) Financial statements are prepared on historical cost basis and as a going concern.

I I USE OF ESTIMATESThe preparation of financial statements requires management to make certain estimates and assumptions that affect the amounts reported inthe financial statements and notes thereto. Differences between actual results and estimates are recognized in the period in which theymaterialize.

III FIXED ASSETS AND DEPRECIATION(a) Fixed Assets

Fixed assets are stated at cost of acquisition including attributable expenses and are stated at cost less depreciation.(b) Depreciation

Depreciation is charged in the Accounts on straight line method in accordance with the useful life specified in the Companies Act 2013or the useful life as determined by Chartered Engineer’s report in respect of the following assets:

Building 30 yearsAir-conditioning plant, cooking machinery, security and fire fighting equipments 15 yearsFurniture, fixtures including interior design 8 years

Residual value of building and vehicles is estimated 5% of the original cost and at Nil value for all other assets.

IV REVENUE RECOGNITIONRevenue is recognized to the extent that it can be reliably measured and is probable that the economic benefit will follow to the company.

(a) Sales : Revenue is recognized on accrual basis. Sales comprise of sale of goods and services and are net of Value Added Tax andService Tax.

(b) Interest : Revenue is recognized on time proportion basis taking into account the outstanding amount and the applicable rate of interest.

(c) Dividends : Revenue is recognized when the right to receive payment is established.

V INVESTMENTS

The Company’s investments comprise long term and current investments. Long Term investments are stated at cost less permanent diminution,if any, in value. Current investments are stated at lower of cost or market value.

VI INVENTORIES

Inventories are valued at cost. Cost is computed at purchase price and other related expenses incurred in bringing the inventories to theirpresent location and condition.

VII FOREIGN CURRENCY TRANSACTIONS

(a) Transactions in Foreign Currency are recorded at the exchange rates prevailing on the date of Transactions.

(b) Monetary items denominated in foreign currencies (such as cash receivables, payables, etc.) outstanding at the year end, are translatedat exchange rate applicable as of that date.

(c) Non-monetary items denominated in foreign currency (such as investments, fixed assets, etc) are valued at the exchange rate prevailingon the date of transaction.

(d) Any gains or losses arising due to exchange differences at the time of translation or settlement are accounted in the Profit & LossAccount, except as indicated in Note B-12 below

VIII BORROWING COSTS

Borrowing costs attributable to acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs arerecognized as an expense in the period in which they are incurred.

IX EMPLOYEE BENEFITS

(a) Contributions to Provident are made to Employees Provident Fund of the Government and are charged to Profit & Loss Account.(b) The company has created an Employees’ Group Gratuity Fund which has taken a Group Gratuity Assurance Scheme with the Met Life

Insurance Co. Premium charged by the Met Life Insurance Co, based on actuarial valuation is debited to the Profit and Loss account.(c) Liability towards Leave Encashment Benefit is provided for based on actuarial valuation done at the year end.

X PROVISIONS & CONTINGENCIES

(a) A provision arising out of a present obligation is recognized when it is probable that an outflow of resources will be required to settlethe obligation and the amount can be reasonably estimated.

(b) Wherever there is a possible obligation that may, but probably will not require an outflow of resources, the same is disclosed by wayof contingent liability.

(c) Show Cause Notices are not considered as Contingent Liabilities unless converted into demand.

XI TAXES ON INCOME

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Incometax Act,1961. Credit in respect of Minimum Alternate Tax paid is recognized only if there is convincing evidence of realization of the same.

49


Deferred Tax which is computed on the basis of enacted/substantively enacted rates, is recognized, on timing differences, being the differencebetween taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.Where there is unabsorbed depreciation or carry forward losses, deferred tax assets are recognized only if there is virtual certainty ofrealization of such assets. Other deferred tax assets are recognized only to the extent there is reasonable certainty of realization in future.

XII IMPAIRMENT OF ASSET

The carrying amount of assets are reviewed at each balance sheet date for indication of any impairment based on internal / external factors.An impairment loss is recognized wherever the carrying amount of the assets exceeds its recoverable amount. Any such impairment loss isrecognized by charging it to the profit and loss account. A previously recognized impairment loss is reversed where it no longer exists and theasset is restated to that effect.

XIII LEASES

Assets acquired under finance leases are capitalized at the lower of the fair value of the leased assets at the inception of the lease term andthe present value of minimum lease payments. Lease payments are apportioned between the finance charge and the reduction of theoutstanding liability. The finance charge is allocated to periods during the lease term at constant periodic rate of interest on the remainingbalance of liability.

Operating lease expense is recognized in the Profit and Loss Account on straight line basis over the lease term.

B. Other Notes forming part of Financial Statements

1. A. Contingent Liabilities:(i) Bank Guarantees given to the extent of Rs. 13.61 lacs (previous year Rs. 13.61 lacs).(ii) During the year the Company has received order in favour from Appellate Tribunal for the assessment year 2008-09.

The Company is hopeful of getting the order in favour from the Appellate Authorities in respect of income tax demand of Rs. 81.20lacs for the assessment year 2010-11 to 2012-13 since the Company has got the tribunal order in its favour in respect of the similardisallowances / additions to income for the assessment year 2008-09 and accordingly no provision is made for the same in thefinancial statements.

(iii) In the matter of VAT demand and penalty of Rs. 88 lacs for the year 2010-11, the Appellate Tribunal Delhi has ordered the companyto deposit Rs.16 lacs for admission of appeal against which the company has gone for appeal to the High Court, Delhi. The Companyis hopeful of getting the order in its favour and hence has not made provision for the same in the financial statements.

(iv) The Company has received Show Cause notice from Service Tax Authorities denying the utilization of input tax credit of one unitagainst the tax payable of another unit for the years 2009-10 to 2012-13 for an amount of Rs. 101lacs. The company has replied tothe Commissioner. The company has been legally advised that they would not result in outflow of the resources, considering variousjudgements in favour of the Company on similar issue.

B. Capital and Other Commitments

Estimated amount of contracts remaining to be executed on capital account- Rs. 28 lacs – (Previous year NIL)Note: Commitments which are material and which will result in a penalty disproportionate to the benefits involved, based on the judgementof the management are only disclosed.

2. Retirement benefit

Disclosure pursuant to Accounting Standard -15 (Revised) Employee Benefits:The Company has classified the various benefits provided to employees as under:

Defined Contribution Plans:

The company has recognized contribution to Provident Fund of Rs.61 lacs in the Profit & Loss Account.

Defined Benefit Plans:

Gratuity Leave Encashment

2015-16 2014-15 2015-16 2014-15(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

Changes in the Present Value of Obligation

(a) Present Value of Obligation as at 1st April 206.41 169.45 14.31 22.46(b) Interest Cost 15.54 15.01 1.11 2.03(c) Service Cost 26.69 27.23 25.23 21.08(d) Curtailment Cost/(Credit) — — — —(e) Settlement Cost/(Credit) — — — —(f) Benefits Paid (13.39) (6.88) — —(g) Interest guarantee (if relevant) — — — —(h) Actuarial (Gain)/Loss (33.91) 1.59 (29.10) (31.27)(i) Present Value of Obligation as at 31st March 201.35 206.41 11.55 14.31

Notes 27 — (Contd.)

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55TH ANNUAL REPORT


Changes in the Fair Value of Plant & Assets


2015-16 2014-15 2015-16 2014-15(Rs. in lacs) (Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

Amount Recognized in the Balance Sheet including a reconciliation of thePresent Value of Defined Benefit Obligation and the Fair Value of Assets

(a) Present Value of Defined Benefit Obligation as at 31st March 201.35 206.41 11.55 14.31

(b) Fair Value of Plan Assets as at 31st March 92.94 100.43 6.18 5.69

(c) Net Liability recognized in the Balance Sheet as at 31st March 108.41 105.98 5.37 8.62

Expenses Recognized in the Profit and Loss Account

(a) Service Cost 26.69 27.23 25.23 21.08

(b) Interest Cost 15.54 15.01 1.11 2.03

(c) Expected Return on Plan Assets (6.82) (10.36) (0.40) (0.41)

(d) Curtailment Cost/(Credit) — — — —

(e) Settlement Cost/(Credit) — — — —

(f) Net Actuarial (Gain)/Loss (33.04) (0.17) (29.19) (33.14)

(g) Total Expenses recognized in the Profit and Loss A/c 2.37 31.71 (3.25) 10.43

Actuarial Assumptions

Retirement age 58 Years 58 Years

Discount rate 8 to 9% 8 to 9%

Mortality LIC LIC

(1994-96) Ult (1994-96) Ult

Withdrawal rate 1.30% 1.30%

Salary escalation 5 to 10% 5 to 10%

3. Employee’s Remuneration and Benefits includesRemuneration paid to the Managing Director and Joint Managing Director

2015-16 2014-15(Rs. in lacs) (Rs. in lacs)

Salary 54.00 54.00

Contribution to Provident Fund 6.48 6.48

Other Perquisites 14.10 14.10

74.58 74.58

2015-16 2014-15


4. Payments to Auditors

Audit Fee 6.95 6.89

Certification Fee 1.65 1.65

8.60 8.54

51


5. (a) Particulars of Trade Receivables and Loans and Advances for debts due from companies under the same management are as follows (relatedparties):

2015-16 2014-15


Trade Receivables (Current):

Graviss Holdings Private Limited 590.55 540.06

Rich Graviss Products Private Limited 0.89 0.51

Graviss Foods Private Limited 4.21 1.27

595.66 541.84

Loans and Advances:

Security Deposits: (Non Current)

Graviss Holdings Private Limited 754.00 754.00

Cross Word Beverages Private Limited 800.00 800.00

Pure Foods & Ice Cream 4.00 4.00

1,558.00 1,558.00

(b) Confirmations of balances from some of sundry debtors and creditors have not been received.

6. Information relating to Related Party Disclosures as per Accounting Standard issued by the Institute of Chartered Accountants of India, is givenbelow:

A. List of Related Parties (relied on the details provided by the management):

i. Shareholders/DirectorsMr Ravi Ghai, Mr Gaurav Ghai, Mr RKP Shankardass.

ii. Other related parties where the common control existsGraviss Holdings Pvt Ltd., Graviss Foods Pvt Ltd., Graviss Catering Pvt Ltd, Rich Graviss Products Private Limited,Graviss Brands Pvt Ltd.,Graviss Hotels & Resorts Limited, Crossword Beverages Pvt. Ltd*., Brown Hills Realty Pvt. Ltd.*

*West Hills Realty Pvt Ltd., *Pure Ice Cream (LLC) , *Graviss Food Solution Pvt. Ltd

*Oregon Realtys Pvt Ltd.,*Perfect Live Stock Pvt Ltd.,*Blue Ocean Holding Ltd.,*Pure Foods & Ice Cream,*G.L. Ice Creams,

*I.K. Ghai (Kwality Bombay) Foundation, Ghai Family Trust.

*Satinetta Finelease & Investments Pvt. Ltd.,* Kwality Walls Fantasy Ltd.*PIC Gujarat Pvt Ltd. *Ambition Trading Pvt Ltd.

*Vanila Star Jeans (India) Pvt Ltd., *Amphitrite Investments

*Indomark Dairy & Equipments Pvt Ltd. *Kwality Real Estate Pvt Ltd.

(* no transactions during the year)s

iii. Key Managerial PersonnelMr. Ravi Ghai Managing DirectorMr. Gaurav Ghai Joint Managing DirectorMr. Dalip Sehgal DirectorMr. Rajendra Agrawal (upto 12.08.2015) Chief Financial OfficerMr. Amit Jain (w.e.f. 12.08.2015) Chief Financial OfficerMs. Lajja Shah Company Secretary


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55TH ANNUAL REPORT

B. Transactions with Related Parties:

2015-16 2014-15(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

i Sale

Other related parties where the common control exists 809.60 894.96

i i Expenditure and other services fees paid

Shareholders/Directors/Managing Director 3.55Other related parties where the common control exists 102.62 106.17 87.28

iii Managerial Remuneration

Managing Director and Joint Managing Director 74.58 74.58

Chief Financial Officer 50.27 48.89

Company Secretary 5.00 3.38

iv Loans/Advances/Deposits givenOther related parties where the common control exists 10,988.12 10,757.92

v DebtorsOther related parties where the common control exists 595.66 541.84

vi Outstanding payablesOther related parties where the common control exists 12.82 13.67

7. Value of raw materials and stores consumed:

2015-16 2014-15

% of total Amount % of total Amountconsumption (Rs. in lacs) consumption (Rs. in lacs)

Raw Materials:Indigenous 100 754 100 822

Stores:Imported 1 1 26 19Indigenous 99 76 74 55


8. Value of imports (CIF value):

Stores, Supplies and Spare Parts for Machinery 0.82 —

9. Earnings in Foreign Exchange:

(a) Sale of Rooms and Food and Beverages Income 1,382.93 1,413.23

(b) Encashment of Foreign Exchange 39.83 50.08

10. Expenditure in Foreign Currencies:

(a) Travelling – Directors 60.97 53.45

(b) Travelling – Others 35.53 27.54

(c) Agency Commission 20.35 24.74

(d) Consultants Fees 3.87 15.23

(e) Franchise Fees 146.35 173.65

(f) Others — 11.06


53


11. Amounts if any due to Micro, Small and Medium Enterprises under Micro, Small and Medium Enterprises Development Act, 2006 could not bedisclosed as such parties could not be identified from the records of the Company.

12. The Company has opted for accounting the exchange difference arising on reporting of long term foreign currency monetary items in line with paras46 and 46A Companies (Accounting Standards) Amendment Rules 2009/2011 on Accounting Standard (AS)11 notified by Government of India onMarch 31, 2009 and on 29th December, 2011 respectively. Accordingly an amount of Rs. NIL has been charged to Profit & Loss Account.

13. The Company does not have any asset whose useful life if different from the significant part of that asset.

14. Due to losses, no provision for current tax has been made.

15. Current and non-current classification of assets and liabilities in the balance sheet has been made based on the professional judgement of themanagement.

16. Hospitality business is the Company’s only business segment and hence disclosure of segment-wise information is not applicable under AccountingStandard 17- ‘Segment Reporting’.

17. The Company has an investment in the equity shares of Graviss Catering Private Limited, a subsidiary, with a share capital of Rs. 7.65 lacs andhas also granted interest free loans to the said subsidiary of Rs. 189.80 lacs. The accumulated losses of the said subsidiary exceed its net worth.In the opinion of the management, having regard to the long term interest of the Company in the said subsidiary and considering that the subsidiaryis able to get regular orders of decoration and earn sufficient margin to meet the fixed costs, there is no diminution in the value of investments andthe Company is also hopeful of recovering the loan.

The Company has an investment in the equity shares of Graviss Hotels and Resorts Limited, a subsidiary, with a share capital of Rs. 5 lacs andalso has granted interest free loan to the said subsidiary of Rs. 9,240.32 lacs. The accumulated losses of the said subsidiary exceed its net worth.The said subsidiary had purchased lands at various places for developing hotels. Due to change in the business plans, the subsidiary is exploringto sell these lands alongwith the buildings constructed so far. In the assessment of the management, the market value of the lands acquired wouldbe more than the original cost and hence there is no diminution in the value of investment and company is also hopeful of recovering the loan.

18. In the opinion of the management there are no indications that the assets of the company may be impaired as on the balance sheet date.

19. Previous year figures:Previous year’s figures have been reclassified / regrouped wherever necessary to conform to current year’s classification / grouping. Figures inbrackets are in respect of the previous year.

Signature to Notes ‘1’ to ‘27’





54

55TH ANNUAL REPORT

Independent Auditors’ ReportTo the Members of Graviss Hospitality Limited

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Graviss Hospitality Limited (“the Holding Company”) and itssubsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), comprising of the Consolidated BalanceSheet as at 31st March, 2016 the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year thenended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidatedfinancial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of therequirements of the Companies Act, 2013 (hereinafter referred to as “the Act”)that give a true and fair view of the consolidated financialposition, consolidated financial performance and consolidated cash flows of the Group including its subsidiaries in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and ofits subsidiaries are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidatedfinancial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit,we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether theconsolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatementof the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, aswell as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their reportsreferred to in Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidatedfinancial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the consolidated state of affairs of the Group, as at 31st March, 2016, and theirconsolidated loss and their consolidated cash flows for the year ended on that date.

Other Matters

We did not audit the financial statements of a subsidiary, whose financial statements reflect total assets of Rs. 146.09 lacs as at 31stMarch, 2016, total revenues of Rs.Nil lacs (loss) and net cash flows amounting to Rs. -0.27 lacs for the year ended on that date, asconsidered in the consolidated financial statements. These financial statements have been audited by other auditor whose reports havebeen furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to theamounts and disclosures included in respect of this subsidiary and our report in terms of sub-sections (3) of Section 143 of the Act,insofar as it relates to the aforesaid subsidiary, is based solely on the reports of the other auditor.

55


Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is notmodified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessaryfor the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financialstatements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statementdealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of theconsolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2016 takenon record by the Board of Directors of the Holding Company incorporated in India, none of the directors of the Holding Companyincorporated in India is disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of theAct.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit andAuditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of theGroup- Refer Note 27.B.1.A to the consolidated financial statements.

(ii) The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.

(iii) There was no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund bythe Company.

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operatingeffectiveness of such controls, refer to our separate Report in “Annexure 1”.



G. SANKARPartner

Membership No. 46050

Place: MumbaiDated: 24th May, 2016

56

55TH ANNUAL REPORT

Annexure 1 to the Independent Auditor’s Report of even date on the Consolidated Financial Statements of GravissHospitality Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("theAct")

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2016,we have audited the internal financial controls over financial reporting of Graviss Hospitality Limited ("the Holding Company") and itssubsidiary companies, which are companies incorporated in India, as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Holding company, its subsidiary companies, which are companies incorporated in India,are responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)". These responsibilitiesinclude the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business, including adherence to the respective company's policies, the safeguarding of itsassets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timelypreparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system overfinancial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend onthe auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due tofraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reportsreferred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on theCompany's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the companyare being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that couldhave a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or impropermanagement override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of anyevaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

57


Opinion

In our opinion, the Holding Company, its subsidiary companies, which are companies incorporated in India, have, in all materialrespects, an adequate internal financial controls system over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31, 2016, based on "the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controlsover financial reporting insofar as it relates to a subsidiary company, which is a company incorporated in India, is based on thecorresponding reports of the auditors of such company incorporated in India.



G. SANKARPartner

Membership No. 46050

Place: MumbaiDated: 24th May, 2016

58

55TH ANNUAL REPORT

Consolidated Balance Sheetas at 31st March, 2016

Particulars As at As at31/03/2016 31/03/2015

Note No. (Rs. in lacs) (Rs. in lacs)EQUITY AND LIABILITIESShareholders’ Funds:

Share Capital 1 1,410.39 1,410.39Minority Interest 0.00 0.00Reserves and Surplus 2 21,997.10 22,238.85

23,407.49 23,649.24

Non-current Liabilities:Long-term borrowings 3 360.04 389.38

360.04 389.38

Current Liabilities:Short-term borrowings 4 736.09 487.65Trade payables 382.68 423.33Other current liabilities 5 511.22 480.06Short-term provisions 6 5.37 8.62

1,635.36 1,399.66TOTAL 25,402.89 25,438.28

ASSETSNon-current AssetsFixed Assets:

Tangible assets 7 15,966.63 16,134.05In-tangible assets 8 1.66 6,54Capital work-in-progress 6,160.55 6,074.00

22,128.84 22,214.59

Non-current investments 9 3.77 3.77Long-term loans and advances 10 1,919.28 1,936.51Other non-current assets 11 88.87 109.43Deferred tax asset / (liability) – (Net) 12 22.10 (79.57)

24,162.86 24,184.73

Current Assets:Current Investments 13 0.17 0.17Inventories 14 162.31 151.12Trade receivables 15 719.30 653.68Cash and Bank Balances 16 164.33 214.67Short-term loans and advances 17 193.92 233.91

1,240.03 1,253.55TOTAL 25,402.89 25,438.28





59


Consolidated Statement of Profit and Loss Accountfor the year ended 31st March, 2016

Particulars Year ended Year ended31/03/2016 31/03/2015

Note No. (Rs. in lacs) (Rs. in lacs)INCOME

Revenue from operations 18 4,985.77 5,151.97Other Income 19 25.11 30.22

TOTAL 5,010.88 5,182.19

EXPENSESPurchases 20 763.31 740.54Changes in Stock 21 (9.24) 81.88Employee benefits expense 22 1,340.19 1,311.03Finance costs 23 138.91 136.86Depreciation and amortisation expenses 24 469.96 572.75Other expenses 25 2,649.44 2,589.69

TOTAL 5,352.57 5,432.75

PROFIT/(LOSS) BEFORE TAX (341.69) (250.56)

Tax expense:Current tax (1.20) (1.50)Deferred Tax (Net) 101.67 42.00Tax relating to earlier years (0.52) (12.00)

PROFIT/(LOSS) FOR THE PERIOD (241.74) (222.06)

Earning per equity share – Rs. 26(a) Basic (0.34) (0.31)(b) Diluted (0.34) (0.31)





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55TH ANNUAL REPORT

Consolidated Cash Flow Statement for the Year Ended 31st March, 2016Particulars As at 31/03/2016 As at 31/03/2015

(Rs. in lacs) (Rs. in lacs)A. CASH FLOW FROM OPERATING ACTIVITIES

Net profit before taxation and extraordinary items (341.69) (250.55)Adjustments for:

Depreciation/Amortisation 469.96 572.76Non Cash items 101.28 —(Profit) / loss on sale of fixed assets — 3.50Interest income (15.41) (21.74)Dividend income (0.08) —Interest expense 138.91 136.86Operating profit before working capital changes 352.97 440.84

Increase / (decrease) in trade payables (40.68) 76.27Increase / (decrease) in short-term provisions (3.25) (10.43)Increase / (decrease) in other current liabilities 76.28 97.03Decrease / (Increase) in trade receivables (65.61) (91.01)Decrease / (Increase) in other bank balances 55.36 72.06Decrease / (Increase) in inventories (11.18) 66.92Decrease / (Increase) in long-terms loans and advances 17.23 (155.00)Decrease / (Increase) in short-terms loans and advances 35.47 16.12Decrease / (Increase) in other non-current assets 20.58 (12.46)

84.20 59.49

Cash generated from operations 437.17 500.32Income tax paid (42.27) (45.66)NET CASH FROM OPERATING ACTIVITIES (A) 394.90 454.67

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets, including intangible assets, CWIP and capital advances (485.53) (589.39)Proceeds from sale of fixed assets — 0.50Interest received 15.41 21.74Dividend received 0.08 —

NET CASH FROM INVESTING ACTIVITIES (B) (470.04) (567.15)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds/ (Repayment) from Long-term borrowings (29.34) 63.36Proceeds from Short-term borrowings 248.44 (40.84)Interest paid (138.91) (136.86)

NET CASH USED IN FINANCING ACTIVITIES (C) 80.19 (114.34)Net Increase/(Decrease) in cash and cash equivalents (A+B+C) 5.04 (226.82)

NET INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at beginning of year:Cash on hand and balances with banks 153.42 380.24

Total (D) 153.42 380.24

Cash and cash equivalents at end of year:Cash on hand and balances with banks 158.46 153.42

Total (E) 158.46 153.42Net Increase/(Decrease) in cash and cash equivalents (E-D) 5.04 (226.82)




61


Notes forming part of the Consolidated Financial Statements as at 31 March, 2016

As at As at31/03/2016 31/03/2015Rs. in lacs Rs. in lacs

NOTE ‘1’ – SHARE CAPITAL

(a) Authorised:230,000 Preference shares of Rs. 100 each to be issued on such terms and

conditions including rate of dividend and redemption of the shares asthe Company shall from time to time decide as per Clause 4 (ii) of theamended Articles of Association of the Company 230.00 230.00

113,500,000 Equity shares of Rs. 2 each 2,270.00 2,270.00

2,500.00 2,500.00

(b) Issued, Subscribed and fully paid-up:70,519,135 Equity shares of Rs. 2 each for cash 1,410.39 1,410.39

70,519,135 1,410.39 1,410.39

(70,519,135)

(c) Reconciliation of the number of sharesOpening 70,519,135 70,519,135

Closing 70,519,135 70,519,135

(d) Share held by each shareholder holding more than 5% shares— Equity shares of Rs. 2 each fully paid

Graviss Holdings Private Limited - 30.93% (30.93%) 21,813,970 21,813,970

Satinetta Finlease & Investments Private Limited- 32.57% (32.57%) 22,967,844 22,967,844

Dunearn Investments (Mauritius) Pte Limited- 9.96% (9.96%) 7,025,708 7,025,708

Inter Continental Hotels Corporation, USA- 6.22% (6.22%) 4,385,235 4,385,235

NOTE ‘2’ – RESERVES AND SURPLUS

Capital Reserves:

Subsidy from the Central Government under 15% Central Subsidy Scheme 1971 for Aurangabad –As per last account 7.78 7.78

Warrants Forfeited AccountAs per last account 850.01 850.01

850.01 850.01

Share Premium Account:As per last account 9,183.07 9,183.07

9,183.07 9,183.07Capital Redemption Reserve Account

As per last account 318.52 318.52318.52 318.52

General Reserve:As per last account 11,320.29 11,320.29

11,320.29 11,320.29

Goodwill on Consolidation (112.44) (112.44)

Profit and Loss Account:Opening balance 671.62 893.68Add: Net profit after tax transferred from Statement of Profit and Loss (241.74) (222.06)

Balance in Profit and Loss account 429.88 671.62

21,997.10 22,238.85

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55TH ANNUAL REPORT



NOTES ‘3’ – LONG TERM BORROWINGS

(A) Term loan from BankAxis Bank

Term Loan (Secured) – I 153.22 199.40

Note:Term loan from bank carries interest @ 12.15% p.a. The loan is repayable in 59 monthly instalmentsof Rs. 8.33 lacs each along with interest, from the date of loan. The loan is secured by exclusivefirst charge of entire movable fixed assets and extension of first charge by way of hypothecationover entire current assets of the company.

Axis BankTerm Loan (Secured) – II 25.58 —

Note:Term loan from bank carries interest @ 12.15% p.a. The loan is repayable in 60 monthly instalmentsof Rs. 6.25 lacs each along with interest, from April 2016. The loan is secured by exclusive firstcharge of entire movable fixed assets and extension of first charge by way of hypothecation overentire current assets of the company.

(B) Unsecured Loans:From Graviss Holdings Private Limited 166.32 166.32(a related party)(interest @ 12.5% p.a. and not repayable within one year)

(C) Deferred payment liabilities:(carry interest rates ranging from 10% to 12%, repayable in various EMIs and secured byhypothecation of vehicles) 14.92 23.66

360.04 389.38

NOTE ‘4’ – SHORT-TERM BORROWINGS

Overdraft from Bank: (Secured)Axis Bank 736.09 487.65

Note:Overdraft from bank carries interest @ 11.65% p.a. The loan is repayable on demand. The loan issecured by exclusive first charge by way of hypothecation over entire current assets and extension offirst charge on entire movable fixed assets of the company.

736.09 487.65

NOTE ‘5’ – OTHER CURRENT LIABILITIESUnpaid Dividends (Not due to be deposited into Investor Education and Protection Fund) 2.63 3.34Interest free security deposits and advance from customers 19.28 11.12Expenses payable 197.60 189.27Gratuity obligation 108.41 105.98

Statutory dues payable– TDS payable 17.06 14.19– VAT payable 30.58 28.24– Luxury Tax payable 12.79 11.57– Advance Income tax (net) (119.46) (74.36)– Others (Provident Fund, ESIC etc.) 12.29 11.96Liability for capital expenditure 46.69 58.39

Current maturities of long term debt: (Refer Note ‘3’ above)Term Loans repayable in 12 months – Indian Rupee Loan 174.96 99.96 – Deferred Payment Liability 8.39 20.40

511.22 480.06

63




NOTES ‘6’ – SHORT-TERM PROVISIONS

Provision for leave benefits 5.37 8.62

5.37 8.62

NOTE ‘7’ (Rs in lacs)

DESCRIPTION Gross Block DEPRECIATION / AMORTISATION NET BLOCK

As at Additions Deductions/ As at Upto For the Deductions/ Upto As at As at01-04-2015 Adjustments 31-03-2016 31-03-2015 year Adjustments 31-03-2016 31-03-2016 31-03-2015

Tangible Assets:

Land — Leasehold 10,272.33 — — 10,272.33 — — — — 10,272.33 10,272.33(refer note below)

Land — Freehold 2,319.82 — (64.00) 2,383.82 — — — — 2,383.82 2,319.82

Buildings 3,688.85 61.80 — 3,750.65 1,300.06 125.48 — 1,425.54 2,325.11 2,388.79

Premises 95.89 — — 95.89 35.64 16.34 — 51.98 43.91 60.24

Plant and Equipment 926.80 50.39 — 977.19 774.89 53.01 — 827.90 149.29 151.91

Furniture and Fixtures 2,543.25 84.29 — 2,627.54 2,123.85 97.42 — 2,221.27 406.27 419.40

Vehicles 229.27 — — 229.27 155.36 34.33 — 189.69 39.58 73.89

Office equipment 808.00 25.06 — 833.06 391.65 110.42 — 502.07 330.99 416.34

Computers 402.20 11.42 — 413.62 370.90 27.39 — 398.29 15.33 31.33

Total 21,286.41 232.96 (64.00) 21,583.37 5,152.35 464.39 — 5,616.74 15,966.63 16,134.05

20,785.24 509.90 8.74 21,286.40 4,589.55 567.54 4.74 5,152.35 16,134.05

Note: Leasehold land from Collector of Mumbai for 99 years which is renewable at the option of the both the parties.

Intangible Assets:

Computer software 41.03 0.69 — 41.72 34.49 5.57 — 40.06 1.66 6.54

TOTAL 41.03 0.69 — 41.72 34.49 5.57 — 40.06 1.66 6.54

39.20 1.83 — 41.03 29.28 5.21 — 34.49 6.54




NOTES ‘9’ – NON CURRENT INVESTMENTS

Non-trade Investments (valued at cost unless stated otherwise):Unquoted:

530 Equity shares of The Saraswat Co-operative Bank Ltd., of Rs. 10 each 0.05 0.0520 Shares of Hotel and Restaurant Co-operative Services Society Ltd of Rs. 50 each 0.01 0.01

*1,857 Equity shares of Bombay Mercantile Co-operative Bank Ltd., of Rs. 30 each 0.56 0.56Quoted:

3,820 Equity Shares of Edelweiss Capital Limited of Rs. 1 each 3.15 3.15

3.77 3.77

Aggregate value of unquoted investments 0.62 0.62Aggregate value of quoted investments 3.15 3.15Market value of quoted investments 2.15 2.44

*(Note: 190 shares are held in the name of Mr Ravi Ghai, Chairman and Managing Director and Mr Gaurav Ghai, Joint Managing Director of the Company)

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55TH ANNUAL REPORT



NOTES ‘10’ – LONG-TERM LOANS AND ADVANCES

Security Deposits 1,619.28 1,636.51Capital advance – Unsecured, considered good 300.00 300.00

1,919.28 1,936.51

NOTES ‘11’ – OTHER NON-CURRENT ASSETSMargin Money Deposit with Bank 88.87 109.43

88.87 109.43

NOTE ‘12’ – DEFERRED TAX ASSET / (LIABILITY):

Deferred tax liabilities:

Depreciation on fixed assets 115.10 162.18

Deferred tax asset:

Expenses allowed on payment basis 67.05 82.61

Unabsorbed Depreciation 70.15 —

22.10 (79.57)

NOTES ‘13’ – CURRENT INVESTMENTS IN MUTUAL FUNDS (valued at lower of cost and market value):

176 units of Rs. 10 each in Birla Sun Life Short Term Fund 0.17 0.17

0.17 0.17

Aggregate value of current quoted investments 0.17 0.17

Net Assets Value (NAV) of Mutual Funds 0.20 0.20

NOTES ‘14’ – INVENTORIES (valued at lower of cost and net realisable value)

Food and Beverages 123.39 114.15Stores and Other Operating Supplies 38.92 36.97

162.31 151.12

NOTES ‘15’ – TRADE RECEIVABLES

Debts outstanding for a period exceeding six months – (Secured, considered good) 30.39 30.39

Debts outstanding for a period exceeding six months – (Unsecured, considered good) 12.71 9.00

Other debts 676.20 614.29

719.30 653.68

NOTES ‘16’ – CASH AND BANK BALANCES

Cash and Cash Equivalents

Current accounts 119.93 139.85

Cash on hand 38.52 13.57

Other Bank Balances:

Unpaid Dividend accounts 2.63 3.34

Fixed Deposit with banks maturing within one year 3.25 57.91

164.33 214.67

65




NOTES ‘17’ – SHORT-TERM LOANS AND ADVANCES

(Unsecured, considered good)Advances to others:

Prepaid expenses 81.12 76.76Loans to employees 28.52 35.44Balances with statutory/government authorities 5.97 2.58Advance to suppliers 54.70 41.05Advance recoverable in cash or kind for value to be received 3.21 57.68Security and other deposits 20.40 20.40

193.92 233.91

NOTES ‘18’ – REVENUE FROM OPERATIONS

Sales-Rooms 1,662.28 1,723.67Sales-Food and Beverages 2,683.95 2,800.68Sale of services 639.54 627.62

4,985.77 5,151.97

NOTES ‘19’ – OTHER INCOMEInterest received on deposits with banks 15.41 21.74Dividends income 0.08 —Unclaimed Credit balances written back — 1.05Exchange Rate Difference (net) — 0.03Foreign Exchange Commission 2.62 2.33Miscellaneous receipts 7.00 5.07

25.11 30.22

NOTES ‘20’ – PURCHASES

Food & Beverages items 763.31 740.54

763.31 740.54

NOTES ‘21’ – CHANGES IN STOCK (FOOD & BEVERAGES ITEMS)

Opening stock 114.15 196.03Closing stock 123.39 114.15

(Increase) / Decrease in stock (9.24) 81.88

NOTES ‘22’ – EMPLOYEE BENEFITS EXPENSE (refer to Note “27.B.3”)

Salaries and wages (including bonus and gratuity) 1,230.86 1,199.84Contributions to:

Provident, Family Pension and other Funds 67.57 66.81Staff welfare expenses 41.76 44.38

1,340.19 1,311.03

NOTES ‘23’ – FINANCE COSTS

Interest expense (Bank loans) 121.58 119.02Other borrowing costs 17.33 17.84

138.91 136.86

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55TH ANNUAL REPORT



NOTES ‘24’ – DEPRECIATION AND AMORTISATION EXPENSES

Depreciation of tangible assets 464.39 567.54Amortisation of intangible assets 5.57 5.21

469.96 572.75

NOTES ‘25’ – OTHER EXPENSES

Operating Expenses:

Power, Fuel and Water 332.87 329.04

Repairs and Maintenance:

Building 58.05 64.54

Machinery 16.40 10.63

Others 139.91 143.59

Stores and Supplies including Linen and Uniforms 99.71 98.79

Washing and Laundry expenses 65.17 75.43

Business Operating expenses 205.53 210.66

Hall Decoration 161.60 162.69

Music and other Operating expenses 124.94 138.50

General Expenses:

Rent 14.47 14.98

Rates and Taxes 125.69 111.01

Insurance 30.68 35.20

Hire charges 17.14 25.09

Advertisement and Sales Promotion 224.25 200.13

Commission on Sales 63.03 52.37

Travelling and Conveyance 260.32 259.77

Printing and Stationery 29.38 26.14

Postage and Telephones 43.03 41.63

Other expenses 235.11 209.78

Payments to Auditors (Note 27.B.4) 9.73 9.66

Legal and Professional charges 217.81 193.19

Franchise and Corporate Service fees 171.07 168.52

Directors Sitting fees 3.55 4.85

Loss on sale of Assets — 3.50

2,649.44 2,589.69

NOTES ‘26’ – EARNINGS PER EQUITY SHARE

Net profit after Taxation (in Rs.) (241.74) (222.06)

Weighted average number of equity shares 70,519,135 70,519,135

Earnings per equity shares (in Rs.) (0.34) (0.31)

Nominal value per share (Rs.) 2.00 2.00

67


NOTES 27

SIGNIFICANT ACCOUNTING POLICIES AND OTHER NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEAR ENDED 31ST MARCH 2016.

A. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of preparation

The consolidated financial statements relate to Graviss Hospitality Limited and its subsidiary companies as at 31st March, 2016.The Company has prepared consolidated financial statements in accordance with Accounting Standard - 21 (ConsolidatedFinancial Statements) notified under Companies (Accounting Standards) Rules, 2006.

b. Principles of Consolidation(i) The Financial Statements of the Company and its subsidiary companies have been consolidated on a line-by-line basis by

adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating the intra groupbalances and intra group transactions and unrealized profits or losses resulting from intra group transactions.

(ii) The Financial Statements of the Subsidiary Companies used in the consolidation are drawn upto the same reporting date asthat of the Company, i.e 31st March, 2016.

(iii) The excess of the cost to the Company of its investment in the subsidiary companies over the Company’s portion of equityis recognized in the financial statements as Goodwill adjusted against General Reserve.

c. Companies included in Consolidation

Subsidiaries Country of incorporation %Holding

Graviss Catering Private Limited India 100

Graviss Hotels & Resorts Limited India 99.98

Hotel Kankeshwar Private Limited India 100(a subsidiary of Graviss Hotels and Resorts Limited)

d. SIGNIFICANT ACCOUNTING POLICIES

I SYSTEM OF ACCOUNTING

(a) The Company follows the mercantile system of accounting and recognizes income and expenditure on accrual basis.

The financial statements have been prepared in all material respects in accordance with the accounting standards asspecified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

(b) Financial statements are prepared on historical cost basis and as a going concern.

II USE OF ESTIMATES

The preparation of financial statements requires management to make certain estimates and assumptions that affect theamounts reported in the financial statements and notes thereto. Differences between actual results and estimates arerecognized in the period in which they materialize.

III FIXED ASSETS AND DEPRECIATION

(a) Fixed Assets

Fixed assets are stated at cost of acquisition including attributable expenses and are stated at cost less depreciation.

(b) Depreciation

Depreciation is charged in the Accounts on straight line method in accordance with the useful life specified in theCompanies Act 2013 or the useful life as determined by Chartered Engineer’s report in respect of the following assets:

Building 30 years

Air-conditioning plant, cooking machinery, security and fire fighting equipments 15 years

Furniture, fixtures including interior design 8 years

Residual value of building and vehicles is estimated 5% of the original cost and at Nil value for all other assets

In case of Graviss Catering Private Limited and Graviss Hotels and Resorts Limited, depreciation is charged in theAccounts on straight line method in accordance with the rates and in the manner specified in Schedule II of CompaniesAct, 2013.

IV REVENUE RECOGNITION

Revenue is recognized to the extent that it can be reliably measured and is probable that the economic benefit will followto the company.(a) Sales : Revenue is recognized on accrual basis. Sales comprise of sale of goods and services and are net of Value

Added Tax and Service Tax.(b) Interest : Revenue is recognized on time proportion basis taking into account the outstanding amount and the applicable

rate of interest(c) Dividends : Revenue is recognized when the right to receive payment is established.

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55TH ANNUAL REPORT

Note 28 — (Contd.)

V INVESTMENTS

The Company’s investments comprise long term and current investments. Long Term investments are stated at cost lesspermanent diminution, if any, in value. Current investments are stated at lower of cost or market value.

VI INVENTORIES

Inventories are valued at cost. Cost is computed at purchase price and other related expenses incurred in bringing theinventories to their present location and condition.

VII FOREIGN CURRENCY TRANSACTIONS

(a) Transactions in Foreign Currency are recorded at the exchange rates prevailing on the date of Transactions.(b) Monetary items denominated in foreign currencies (such as cash receivables , payables, etc.) outstanding at the year

end, are translated at exchange rate applicable as of that date.(c) Non-monetary items denominated in foreign currency (such as investments, fixed assets, etc) are valued at the

exchange rate prevailing on the date of transaction.(d) Any gains or losses arising due to exchange differences at the time of translation or settlement are accounted in the

Profit & Loss Account, except as indicated in Note B.13 below

VIII BORROWING COSTS

Borrowing costs attributable to acquisition, construction or production of a qualifying asset are capitalized as part of the costof that asset. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. Allother borrowing costs are recognized as an expense in the period in which they are incurred.

IX EMPLOYEE BENEFITS

(a) Contributions to Provident are made to Employees Provident Fund of the Government and are charged to Profit & LossAccount.

(b) The company has created an Employees’ Group Gratuity Fund which has taken a Group Gratuity Assurance Schemewith the Met Life Insurance Co. Premium charged by the Met Life Insurance Co, based on actuarial valuation is debitedto the Profit and Loss account.

(c) Liability towards Leave Encashment Benefit is provided for based on actuarial valuation done at the year end.

X PROVISIONS & CONTINGENCIES

(a) A provision arising out of a present obligation is recognized when it is probable that an outflow of resources will berequired to settle the obligation and the amount can be reasonably estimated.

(b) Wherever there is a possible obligation that may, but probably will not require an outflow of resources, the same isdisclosed by way of contingent liability.

(c) Show Cause Notices are not considered as Contingent Liabilities unless converted into demand.

XI TAXES ON INCOME

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with theprovisions of the Income tax Act,1961. Credit in respect of Minimum Alternate Tax paid is recognized only if there isconvincing evidence of realization of the same.Deferred Tax which is computed on the basis of enacted/substantively enacted rates, is recognized, on timing differences,being the difference between taxable income and accounting income that originate in one period and are capable of reversalin one or more subsequent periods. Where there is unabsorbed depreciation or carry forward losses, deferred tax assetsare recognized only if there is virtual certainty of realization of such assets. Other deferred tax assets are recognized onlyto the extent there is reasonable certainty of realization in future.

XII IMPAIRMENT OF ASSET

The carrying amount of assets are reviewed at each balance sheet date for indication of any impairment based on internal/ external factors. An impairment loss is recognized wherever the carrying amount of the assets exceeds its recoverableamount. Any such impairment loss is recognized by charging it to the profit and loss account. A previously recognizedimpairment loss is reversed where it no longer exists and the asset is restated to that effect.

XIII LEASES

Assets acquired under finance leases are capitalized at the lower of the fair value of the leased assets at the inception ofthe lease term and the present value of minimum lease payments. Lease payments are apportioned between the financecharge and the reduction of the outstanding liability. The finance charge is allocated to periods during the lease term atconstant periodic rate of interest on the remaining balance of liability.

Operating lease expense is recognized in the Profit and Loss Account on straight line basis over the lease term.

B. Other Notes forming part of Financial Statements

1. A Contingent Liabilities

(a) Bank Guarantees given to the extent of Rs. 33.49 lacs (previous year Rs. 53.49 lacs).

(b) During the year the Company has received order in favour from Appellate Tribunal for the assessment year 2008-09.

69



The Company is hopeful of getting the order in favour from the Appellate Authorities in respect of income tax demand ofRs. 81.20 lacs for the assessment year 2010-11 to 2012-13 since the Company has got the tribunal order in its favourin respect of the similar disallowances / additions to income for the assessment year 2008-09 and accordingly noprovision is made for the same in the financial statements.

(c) In the matter of VAT demand and penalty of Rs. 88 lacs for the year 2010-11, the Appellate Tribunal Delhi has orderedthe company to deposit Rs.16 lacs for admission of appeal against which the company has gone for appeal to the HighCourt, Delhi. The Company is hopeful of getting the order in its favour and hence has not made provision for the samein the financial statements.

(d) The Company has received Show Cause notice from Service Tax Authorities denying the utilization of input tax credit ofone unit against the tax payable of another unit for the years 2009-10 to 2012-13 for an amount of Rs. 101lacs. Thecompany has replied to the Commissioner. The company has been legally advised that they would not result in outflowof the resources, considering various judgements in favour the Company on similar issue.

B Capital and Other Commitments

Estimated amount of contracts remaining to be executed on capital account- Rs. 28 lacs -(Previous year NIL)

Note: Commitments which are material and which will result in a penalty disproportionate to the benefits involved, basedon the judgement of the management are only disclosed.

2. Retirement benefit

Disclosure pursuant to Accounting Standard -15 (Revised) Employee Benefits:

The Company has classified the various benefits provided to employees as under:

Defined Contribution Plans:

The company has recognised contribution to Provident Fund of Rs.61 lacs in the Profit & Loss Account.

Defined Benefit Plans: Rs in lacs


2015-16 2014-15 2015-16 2014-15

Changes in the Present Value of Obligation(a) Present Value of Obligation as at 1st April 206.41 169.45 14.31 22.46(b) Interest Cost 15.54 15.01 1.11 2.03(c) Service Cost 26.69 27.23 25.23 21.08(d) Curtailment Cost/(Credit) — — — —(e) Settlement Cost/(Credit) — — — —(f) Benefits Paid (13.39) (6.88) — —

(g) Interest guarantee (if relevant) — — — —(h) Actuarial (Gain)/Loss (33.91) 1.59 (29.10) (31.27)(i) Present Value of Obligation as at 31st March 201.35 206.41 11.55 14.32

Amount Recognized in the Balance Sheet including a reconciliation of thePresent Value of Defined Benefit Obligation and the Fair Value of Assets

(a) Present Value of Defined Benefit Obligation as at 31st March 201.35 206.41 11.55 14.31(b) Fair Value of Plan Assets as at 31st March 92.94 100.43 6.18 5.69(c) Net Liability recognized in the Balance Sheet as at 31st March 108.41 105.98 5.37 8.62

Expenses Recognized in the Profit and Loss Account(a) Service Cost 26.69 27.23 25.23 21.08(b) Interest Cost 15.54 15.01 1.11 2.03(c) Expected Return on Plan Assets (6.82) (10.36) (0.40) (0.41)(d) Curtailment Cost/(Credit) — — — —(e) Settlement Cost/(Credit) — — — —(f) Net Actuarial (Gain)/Loss (33.04) (0.17) (29.19) (33.14)

(g) Total Expenses recognized in the Profit and Loss A/c 2.37 31.70 (3.25) (10.43)

Actuarial AssumptionsRetirement age 58 Years 58 Years — —Discount rate 8 to 9% 8 to 9% — —Mortality LIC LIC — —

(1994-96) Ult (1994-96) Ult — —Withdrawal rate 1.30% 1.30% — —Salary escalation 5 to 10% 5 to 10% — —

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55TH ANNUAL REPORT


3. Employees’ Remuneration and Benefits includes Remuneration paid to the Managing Director and Joint Managing Director


Salary 54.00 54.00Contribution to provident fund 6.48 6.48Other Perquisites 14.10 14.10

74.58 74.58

4. Payments to Auditors2015-16 2014-15


Audit Fee 8.23 8.16Certification charges and fee 1.50 1.50

9.73 9.66

5. (a) Particulars of Trade Receivables and Loans and Advances for debts due from companies under the same management areas follows (related parties):


Trade Receivables (Current):Graviss Holdings Private Limited 590.55 540.06Rich Graviss Products Private Limited 0.89 0.51Graviss Foods Private Limited 4.21 1.27

595.66 541.84

Loans and Advances:Security Deposits: (Non current)Gravisss Holdings Private Limited 754.00 754.00Cross Word Beverages Private Limited 800.00 800.00Pure Foods & Ice Cream 4.00 4.00

1,558.00 1,558.00

(b) Confirmations of balances from some of sundry debtors and creditors have not been received.

6. Information relating to Related Party Disclosures as per Accounting Standard issued by the Institute of Chartered Accountantsof India, is given below:

A. List of Related Parties (relied on the details provided by the management):

i Shareholders/DirectorsMr Ravi Ghai, Mr Gaurav Ghai, Mr RKP Shankardass.

ii Other related parties where the common control existsGraviss Holdings Pvt Ltd., Graviss Foods Pvt Ltd., Rich Graviss Products Private Limited,Graviss Brands Pvt Ltd.,Crossword Beverages Pvt. Ltd*., Brown Hills Realty Pvt. Ltd.**West Hills Realty Pvt Ltd., *Pure Ice Cream (LLC) *Graviss Food Solution Pvt. Ltd.*Oregon Realtys Pvt Ltd.,*Perfect Live Stock Pvt Ltd.,*Blue Ocean Holding Ltd.,*Pure Foods & Ice Cream,*G.L. IceCreams,*I.K. Ghai (Kwality Bombay) Foundation, Ghai Family Trust.*Satinetta Finelease & Investments Pvt. Ltd.,* Kwality Walls Fantasy Ltd.*PIC Gujarat Pvt Ltd. *Ambition Trading Pvt Ltd.*Vanila Star Jeans (India) Pvt Ltd., *Amphitrite Investments*Indomark Dairy & Equipments Pvt Ltd. *Kwality Real Estate Pvt Ltd.(* no transactions during the year)

iii Key Managerial Personnel

Mr. Ravi Ghai Managing DirectorMr. Gaurav Ghai Joint Managing DirectorMr. Dalip Sehgal DirectorMr. Rajendra Agrawal (upto 12.08.2015) Chief Financial OfficerMr.Amit Jain (w.e.f. 12.08.2015) Chief Financial OfficerMr. Lajja Shah Company Secretary

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B. Transactions with Related Parties:2015-16 2014-15

(Rs. in lacs) (Rs. in lacs) (Rs. in lacs)

I SaleOther related parties where the common control exists 809.60 894.96

ii Expenditure and other services fees paidShareholders/Directors/Managing Director 18.13Other related parties where the common control exists 117.62 135.76 117.28

iii Managerial RemunerationManaging Director and Joint Managing Director 74.58 74.58Chief Financial Officer 50.27 48.89Company Secretary 5.00 3.38

iv Loans/Advances/Deposits givenOther related parties where the common control exists 1,558.00 1,558.00

v DebtorsOther related parties where the common control exists 595.66 541.84

vi Outstanding payablesOther related parties where the common control exists 12.82 13.67

7. Value of raw materials and stores consumed:

2015-16 2014-15

Percentage Percentageof total Amount of total Amount

consumption (Rs. in lacs) consumption (Rs. in lacs)

Raw Materials:Indigenous 100 754 100 822

Stores:Imported 1 — 26 19Indigenous 99 76 74 55


8. Value of imports (CIF value):Stores, Supplies and Spare Parts for Machinery 0.82 —

9. Earnings in Foreign Exchange:(a) Sale of Rooms and Food and Beverages Income 1,382.93 1,413.23(b) Encashment of Foreign Exchange 39.83 50.08

10. Expenditure in Foreign Currencies:

(a) Travelling – Directors 60.97 53.45

(b) Travelling – Others 35.53 27.54

(c) Agency Commission 20.35 24.74

(d) Consultants Fees 3.87 15.23

(e) Franchise Fees 146.35 173.65

(f) Others — 11.06

11. Provision for current tax during the year has been made on regular basis.

12. Amounts if any due to Micro, Small and Medium Enterprises under Micro, Small and Medium Enterprises Development Act, 2006could not be disclosed as such parties could not be identified from the records of the Company.

13. The Company has opted for accounting the exchange difference arising on reporting of long term foreign currency monetaryitems in line with paras 46 and 46A Companies (Accounting Standards) Amendment Rules 2009/2011 on Accounting Standard(AS)11 notified by Government of India on March 31, 2009 and on 29th December, 2011 respectively. Accordingly an amount ofRs. NIL has been charged to Profit & Loss Account.

14. The Company does not have any asset whose useful life if different from the significant part of that asset.

15. Current and non-current classification of assets and liabilities in the balance sheet has been made based on the professionaljudgement of the management.

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55TH ANNUAL REPORT


16. Hospitality business is the Company’s only business segment and hence disclosure of segment-wise information is not applicableunder Accounting Standard 17- ‘Segment Reporting’.

17. The accumulated losses of Graviss Catering Private Limited, a subsidiary, are more than the net worth. In the opinion of themanagement, having regard to the long term interest of the holding Company in the Company and considering that the Companygets regular orders of decoration and earns sufficient margin to meet the fixed costs which will enable the Company to recoupthe losses incurred, the going concern assumptions are not affected.

The accumulated losses of Graviss Hotels and Resorts Limited, another subsidiary, are more than the net worth. The subsidiaryhad purchased lands at various places viz. Shirdi, Goa and Alibaug for construction of hotels. Due to change in business plans,the subsidiary is exploring to sell these lands. In assessment of the management, the market value of the lands alongwithbuildings constructed so far is more than the book values and therefore the preparation of financial statements of the subsidiary(included in the preparation of the consolidated financial statements) on going concern basis is not affected.

18. In the opinion of the management there are no indications that the assets of the company may be impaired as on the balancesheet date.

19. “Advances on Capital Account against Purchase of Land” includes an amount of Rs. 270 lacs being the advance paid to threeparties for purchase of lands against a total consideration of Rs. 2,832 lacs. The Sole Arbitrator appointed by the Punjab &Haryana High Court has vide Award dated 18-02-2016 passed order in favour of the Company and ordered the said parties torefund the aforesaid amount. The Company therefore considers the said advance as good of recovery.

20. The Conveyance of the Agricultural lands at Alibaug and Shirdi which were purchased in 2007 for the beneficial interest of theCompany in terms of the resolutions of the Board of Directors of the Company, are in the name of Mr Gaurav Ghai the JointManaging Director of Graviss Hospitality Limited, the holding company and Mr Ravi Ghai, the Chairman and Managing Directorof Graviss Hospitality Limited, the holding company respectively.

21. Disclosure of Net Assets and Share in Profit or Loss

Sl. no. Name of the Entity Net Assets Total Assets minus Share in profit or lossTotal Liabilities

As % of As % ofconsolidated Amount consolidated Amount

net assets (Rs in lacs) profit or (loss) (Rs in lacs)

1. Graviss Hospitality Limited – Parent 104% 24,343.49 45% (107.76)

2. Graviss Hotels & Resorts Limted – Subsidiary –2% (622.39) 14% (34.23)

3. Graviss Catering Private Limted – Subsidiary –1% (313.13) 41% (99.69)

4. Hotel Kankeshwar Private Limited – (subsidiary ofGraviss Hotels & Resorts Limted 0% (0.48) 0% (0.06)

100% 23,407.49 100% (241.74)

22. Previous year figures:Previous year’s figures have been reclassified / regrouped wherever necessary to conform to current year’s classification /grouping. Figures in brackets are in respect of the previous year.

Signature to Notes ‘1’ to ‘27’




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